Common use of Code Section 409A Clause in Contracts

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are is intended to qualify for an exemption be exempt from Code Section 409A409A of the Code, provided, however, that if this Agreement as amended and the severance pay and other benefits provided hereunder are not so exempt, they are will be interpreted in a manner intended to comply with Code Section 409A to the extent applicable thereto. reflect that intention. A. Notwithstanding any provision of this Agreement anything herein to the contrary, if any amounts payable pursuant to this Agreement shall are determined to be interpreted and construed consistent with this intent, provided that the Company shall not be required subject to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federalthe Code, state, local, or non-United States law. Neither then with respect to such amounts: (i) if at the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result time of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a Employee’s separation from service for purposes of Code Section 409Afrom Company, and Executive Employee is determined to be a "“specified employee" ” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of the payment of such amounts on account of such separation from service is necessary in order to prevent any accelerated or additional tax under Code Section 409A409A of the Code, then Company will defer the commencement of the payment of any such payment amounts hereunder (without any reduction in such payments or reimbursement, benefits ultimately paid or portion thereof, shall be delayed provided to Employee) until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following Employee’s separation from service from the Company (or the earliest date as is permitted under Section 409A of the Termination Code), and (ii) each payment of Executive's Employment (two or more installment payments made under this Agreement shall be designated as a “separate payment” within the "Delay Period"). Upon the expiration meaning of Section 409A of the Delay PeriodCode. Any amounts of deferred compensation that are payable by reason of the Employee’s termination of employment shall not be paid unless such termination of employment also constitutes a “separation from service” for purposes of Section 409A of the Code and references to the employee’s “termination,” or “termination of employment” and words and phrases of similar meaning shall be construed to require a “separation from service” for purposes of Section 409A of the Code. B. If any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the payments delayed pursuant Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. C. To the extent any reimbursements or in-kind benefits due Employee under this Agreement constitutes “deferred compensation” under Section 13 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive Employee in a lump sum, and manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). D. The Company shall consult with Employee in good faith regarding the implementation of the provisions of this section; provided that neither the Company nor any remaining payments due under this Section 13 of its employees or representatives shall be payable in accordance have any liability to Employee with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesrespect thereto.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the severance pay any regulations and other benefits provided hereunder are intended to qualify for an exemption from guidance (collectively “Code Section 409A”) and, providedaccordingly, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the maximum extent applicable thereto. Notwithstanding any provision of this Agreement to the contrarypermitted, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not to be required to assume any increased economic burden either exempt from or in connection compliance therewith. Although In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on the Company intends to administer this Agreement so that it will comply with the requirements of Executive by Code Section 409A, the Company does not represent 409A or warrant that this Agreement will damages for failing to comply with Code Section 409A or 409A. Notwithstanding any other provision payment schedule provided to the contrary, if the Executive is deemed on the date of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed termination to be a deferral “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation not exempt from the provisions of under Code Section 409A and would be considered payable on account of a payment upon a “separation from service for purposes of Code Section 409A, and Executive is determined to service” shall not be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed made until the date that which is the earlier to occur of (i) the expiration of the six-month period measured from the date of such “separation from service” of Executive's death or , and (ii) the date that is six months and one day following the date of the Termination of Executive's Employment death (the "“Delay Period"). ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, the all payments delayed pursuant to this Section 13 1(g) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive's termination of employment are subject to Executive's execution and delivery of a Release Agreement, (A) if Executive fails to execute the Release Agreement on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of the Release Agreement thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release Agreement, and (B) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release Agreement and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this Section 1(g) “Release Expiration Date” shall mean the date that is 21 days following the date of Executive's termination of employment, or, in the event that Executive's termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 45 days following the date of Executive's termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Executive's termination of employment are delayed pursuant to this Section 1(g), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release Agreement (and the applicable revocation period has expired) or, in the case of any payments subject to clause (B) of this Section 1(g), on the first payroll period to occur in the subsequent taxable year, if later. To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 1(f) after March 15 of the calendar year following the calendar year in which the Separation occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sumsum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the severance payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). For purposes of Code Section 409A, the Executive's right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event shall any remaining payments due payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 13 shall 409A be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salessubject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are is intended to comply with Code Section 409A to and the extent applicable theretointerpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. Notwithstanding any provision This Agreement shall be construed and interpreted with such intent. Each payment under Section 5 of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed Benefit Plan is intended to be treated as one of a deferral series of compensation not exempt from the provisions 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 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 below) as of your termination of employment. Payments to which you otherwise would be considered 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 Section 13 of this Agreement, 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 401(a)(17) 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 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 upon amount required to be made to you by Silvercrest under Section 10 above. For purposes of this Agreement, the term “Specified Employee” has the meaning given to that term in Code Section 409A and Treasury Regulation § 1.409A-1(i) (or other similar or successor provisions). 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 for purposes service” within the meaning of Code Section 409A, and Executive is determined references in this Agreement to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, Termination Date shall be delayed until the date that is the earlier deemed to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant refer to this Section 13 shall be paid to Executive in such a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesseparation from service.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall will be interpreted and construed consistent with this intentconstrued, provided that the Company shall not be required administered or deemed amended as necessary to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to avoid taxation under Code Section 409A, 409A(a)(1) to the Company does not represent or warrant that this Agreement will comply with extent subject to Code Section 409A or any other provision of federal409A. However, state, local, or non-United States law. Neither under no circumstances shall the Company, its subsidiariesWestern Union, nor or their respective directorssubsidiaries or Affiliates or any of their employees, officers, employees directors, service providers or advisers shall be liable agents have any liability to Executive (or any other individual claiming a benefit through Executive) for any taxtaxes, interest, penalties or penalties Executive may owe as a result of compensation interest due on amounts paid or payable under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify including any taxes, penalties or otherwise protect Executive from the obligation to pay any taxes pursuant to interest imposed under Code Section 409A. If The payments to Executive pursuant to this Agreement are intended to be exempt from Code Section 409A to the maximum extent possible, first, to the extent such payments are scheduled to be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment shall be considered a separate payment such that the determination of whether a payment qualifies as a short-term deferral shall be made without regard to whether other payments so qualify and the determination of whether a payment qualifies under the separation pay exemption shall be made without regard to any payment or reimbursement, or portion thereof, payments which qualify as short-term deferrals. To the extent any amounts under this Agreement would are payable by reference to Executive's "termination of employment," such term shall be deemed to be a deferral of compensation not exempt refer to Executive's "separation from service," within the provisions meaning of Code Section 409A. Notwithstanding any other provision in this Agreement, if Executive is a "specified employee," as defined in Section 409A and would be considered a payment upon a of the Code, as of the date of Executive's separation from service for purposes service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive's separation from service and Executive is determined (iii) under the terms of this Agreement would be payable prior to be a "specified employee" under Code Section 409Athe six-month anniversary of Executive's separation from service, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (ia) Executive's death the six-month anniversary of the separation from service or (iib) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesdeath.

Code Section 409A. This Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the severance pay regulations and other benefits provided hereunder are intended guidance promulgated thereunder to qualify for an exemption from the extent applicable (collectively “Code Section 409A”), provided, however, that if and all provisions of this Agreement and shall be construed in a manner consistent with the severance pay and other benefits provided hereunder are not so exemptrequirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, they are intended in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A 409A. (b) A termination of employment shall not be deemed to the extent applicable thereto. Notwithstanding have occurred for purposes of any provision of this Agreement to providing for the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume payment of any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent amounts or warrant that this Agreement will comply with benefits considered “nonqualified deferred compensation” under Code Section 409A upon or any other provision following a termination of federal, state, local, or non-United States law. Neither employment unless such termination is also a “separation from service” within the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions meaning of Code Section 409A and would be considered a payment upon a separation from service and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A409A(a)(2)(B), and Executive then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to be a "specified employee" under Code Section 409Aapply, then any such payment or reimbursement, benefit shall not be made or portion thereof, shall be delayed provided until the date that which is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive's death or , and (ii) the date that is six months and one day following the date of the Termination of Executive's Employment ’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, the all payments and benefits delayed pursuant to this Section 13 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sumsum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment scheduledates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxWhenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales“payment shall be made within thirty

Code Section 409A. This All payments upon a termination of service to be made under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the severance pay Department of Treasury regulations and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable theretoguidance promulgated thereunder. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden contrary in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and if Employee is deemed by the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive at the time of Employee’s separation from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed service to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service “specified employee” for purposes of Code Section 409A409A(a)(2)(B)(i), and Executive to the extent delayed commencement of any portion of the benefits to which Employee is determined entitled under this Agreement that are deemed to be “deferred compensation” is required in order to avoid a "specified employee" prohibited distribution under Code Section 409A409A(a)(2)(B)(i), then any such payment or reimbursement, or portion thereof, of Employee’s benefits shall not be delayed until the date that is provided to Employee prior to the earlier to occur of (i) Executive's death the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” with the Company or (ii) the date that is six months and one of Employee’s death. Upon the first business day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, the all payments delayed deferred pursuant to this Section 13 9(g) shall be paid to Executive in a lump sumsum to Employee, and any remaining payments due under this Section 13 Agreement shall be payable paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payments under this Agreement shall be treated as a separate payment under a right to receive a series of separate payments and, accordingly, each payment hereunder shall at all times be considered a separate and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. The Company and Employee agree to work together in accordance with their original good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesto Employee under Section 409A. NeoPhotonics Corporation Confidential Information

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are is intended to qualify for an exemption be exempt from the requirements of Section 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Code Section 409A, provided, however, that if the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed and as close as possible to the severance pay and other timing of such benefits provided hereunder are not so exemptproscribed herein. Each payment or benefit made pursuant to Section 11(a) of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A. In addition, they are intended payments or benefits pursuant to comply with Section 11(a) shall be exempt from the requirements of Code Section 409A to the maximum extent applicable thereto. Notwithstanding possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), and/or under any provision of this Agreement to the contraryother exemption that may be applicable, and this Agreement shall be interpreted and construed consistent with accordingly. To the extent that any amounts payable under this intent, provided that the Company shall not be Agreement are required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of be delayed under Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed such amounts are intended to be a deferral of compensation not exempt from the provisions of Code Section 409A and would should be considered a payment upon a separation from service for purposes of Code Section 409A409A as separate payments from the amounts that are not required to be delayed. Notwithstanding anything herein to the contrary, and if Executive is determined to be considered a "“specified employee" under ” (as defined in Treasury Regulation Section 1.409A-1(i)) as of the Termination Date, then no payments of deferred compensation subject to Code Section 409A, then any such payment or reimbursement, or portion thereof, 409A and payable due to Executive’s separation from service shall be delayed until made under this Agreement before the date that is the earlier to occur of (i) Executive's death or (ii) the date first business day that is six (6) months and one day following the date of after the Termination of Date (or upon Executive's Employment ’s death, if earlier) (the "Delay “Specified Period"”). Upon Any deferred compensation payments that would otherwise be required to be made to Executive during the expiration of Specified Period will be accumulated by the Delay Period, the payments delayed pursuant to this Section 13 shall be Company and paid to Executive in a lump sumon the first day after the end of the Specified Period. The foregoing restriction on the payment of amounts to Executive during the Specified Period will not apply to the payment of employment taxes. In the event that the interpretation or requirements of Code Section 409A change during the Term, the parties agree to amend this Agreement, only as necessary, to comply with any such change, if and any remaining payments due under this to the extent such an amendment is permitted by Code Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales409A.

Code Section 409A. This Although the Company does not guarantee to the Executive any particular tax treatment relating to the payments made or benefits provided to the Executive in connection with the Executive’s employment with the Company, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the severance pay all regulations, guidance and other benefits provided hereunder are intended to qualify for an exemption from interpretive authority issued thereunder (“Code Section 409A”), providedor be exempt therefrom, however, that if and this Agreement shall be construed and applied in a manner consistent with this intent. However, notwithstanding anything herein to the severance pay and other benefits provided hereunder are not so exemptcontrary, they are intended in no event whatsoever shall the Company or any of its affiliates be liable for any tax, additional tax, interest or penalty that may be imposed on the Executive pursuant to Code Section 409A or for any damages for failing to comply with Code Section 409A. The Executive’s termination from employment must constitute a “separation from service” under Code Section 409A to the extent applicable thereto. Notwithstanding for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment; provided, further, that in the event the period during which the Executive is entitled to consider (and revoke, if applicable) this Agreement spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will in no case be made until the later of (a) the end of the revocation period (assuming the Executive does not revoke this Agreement prior to the contrary, this Agreement shall be interpreted end of such period) and construed consistent with this intent, provided that (b) the Company shall not be required to assume any increased economic burden in connection therewith. Although first business day of the Company intends to administer this Agreement so that it will comply with second calendar year (regardless of whether the requirements Executive has used the full time period allowed for consideration of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement), as and to the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service extent required for purposes of Code Section 409A; and provided, further, that the Company shall have the right to offset against such severance pay any then-existing documented and bona fide monetary debts the Executive owes to the Company or any of its subsidiaries, but only to the extent permissible under Code Section 409A. Notwithstanding any other provision herein to the contrary, to the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is determined subject to be a "specified employee" under Code Section 409A, then (i) reimbursement of any such payment expense shall be made by no later than December 31 of the calendar year immediately following the calendar year in which such expense is incurred; (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or portion thereofin-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each and every payment under this Agreement shall be delayed until treated as a right to receive a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the actual date of payment within the Termination of Executive's Employment (specified period shall be within the "Delay Period"). Upon the expiration sole discretion of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesCompany.

Code Section 409A. This 23.1 It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code and the severance pay any regulations and other benefits provided hereunder are intended to qualify for an exemption from Code guidelines issued thereunder (collectively, “Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A ”) to the extent applicable this Agreement is subject thereto. This Agreement shall be interpreted on a basis consistent with such intent. 23.2 If any payments or benefits provided to Executive per this Agreement are non-qualified deferred compensation subject to, and not exempt from, Section 409A (“Subject Payments”), the following provisions shall apply to such payments and/or benefits: 23.2.1 For payments and benefits triggered by termination of employment, reference to Executive’s “termination of employment” (and corollary terms) shall be construed to refer to Executive’s “separation from service” (with such phrase determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) in tandem with the termination of employment. 23.2.2 If Executive is deemed on the date of “separation from service” to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-l(i)), then with regard to any payment that is required to be delayed pursuant to Internal Revenue Code Section 409A(a)(2)(B) (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of “separation from service” and (ii) the date of Executive’s death. Any payments other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments constitute a breach of Huron’s obligations to Executive. 23.2.3 Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. 23.2.4 Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of Huron. 23.2.5 Notwithstanding any other provision of this Agreement to the contrary, this Agreement in no event shall any Subject Payment be interpreted and construed consistent with this intentsubject to offset by any other amount unless otherwise permitted by Section 409A. 23.2.6 Notwithstanding anything herein to the contrary, provided that in regard to Subject Payments, the Company definition of Change of Control set forth herein shall not be required to assume any increased economic burden broader than the definition of “change in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe control event” as a result of compensation paid set forth under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive if a transaction or event does not otherwise fall within such definition of “change of control event,” it shall not be deemed a Change of Control. 23.3 If an amendment of this Agreement is determined necessary in order for it to be a "specified employee" under Code comply with Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier Executive and Huron agree to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant negotiate in good faith to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesamend this

Code Section 409A. This Agreement The Company and the severance pay Executive intend that the payments and other benefits provided hereunder are intended for in this Agreement either be exempt from Section 409A of the Code, or be provided for in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to qualify be consistent with the intent of this subparagraph E. In no event whatsoever shall the Company be liable for an exemption from any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended 409A or damages for failing to comply with Code Section 409A 409A. With respect to any reimbursement of expenses to the extent applicable theretoExecutive, as specified in this Agreement, such reimbursement of expenses shall be subject to the following conditions: (i) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; and (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred. Notwithstanding any provision of this Agreement anything contained herein to the contrary, all payments and benefits under this Agreement shall be interpreted Paragraph 7 (to the extent such payments and construed consistent with this intent, provided that benefits constitute nonqualified deferred compensation within the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements meaning of Code Section 409A, ) shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes a “separation from service” from the Company does not represent or warrant that this Agreement will comply with Code within the meaning of Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, Code and the Company regulations and its subsidiaries shall have no obligation to indemnify or otherwise protect guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, is a “specified employee” as such term is defined under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A of the Code and would be considered a payment upon a separation from service for purposes of Code Section 409Athe regulations and guidance promulgated thereunder, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, payments described in Paragraph 7 shall be delayed until the date that is the earlier to occur for a period of six (i6) Executive's death or (ii) the date that is six months and one day following the date Executive’s separation of employment to the extent and up to an amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesCode.

Code Section 409A. (i) This Agreement and the severance pay and other benefits provided hereunder are is not intended to qualify provide for an exemption from Code any deferral of compensation subject to Section 409A409A of the Code, providedand, howeveraccordingly, that if this Agreement the payments payable hereunder shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Consultant’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (B) the severance pay and other benefits provided hereunder fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are not so exemptis no longer subject to substantial risk of forfeiture, they are intended to comply as determined in accordance with Code Section 409A to and any Treasury Regulations and other guidance issued thereunder. To the extent applicable thereto. Notwithstanding any provision of this Agreement to the contraryapplicable, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply accordance with Code Section 409A or any and Department of Treasury regulations and other provision interpretive guidance issued thereunder. Each series of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe installment payments made under this Agreement is hereby designated as a result series of compensation paid under “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, and all references to Consultant’s “termination of service” shall mean Consultant’s Separation from Service. (ii) If Consultant is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company and its subsidiaries shall have no obligation in accordance with Section 409A of the Code, on the date of Consultant’s Separation from Service, to indemnify the extent that the payments or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, benefits under this Agreement would be deemed are subject to be a deferral of compensation not exempt from the provisions of Code Section 409A of the Code and would be considered the delayed payment or distribution of all or any portion of such amounts to which Consultant is entitled under this Agreement is required in order to avoid a payment upon a separation from service for purposes prohibited distribution under Section 409A(a)(2)(B)(i) of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409Athe Code, then any such payment or reimbursement, or portion thereof, deferred pursuant to this Section 9(o)(ii) shall be delayed until the date that is paid or distributed to Consultant in a lump sum on the earlier to occur of (i) Executive's death or (iiA) the date that is six months and one day (6)-months following Consultant’s Separation from Service, (B) the date of Consultant’s death or (C) the Termination of Executive's Employment (the "Delay Period"). Upon the expiration earliest date as is permitted under Section 409A of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any Code. Any remaining payments due under this Section 13 the Agreement shall be payable paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with their original payment schedulethe applicable exemptions from Section 409A of the Code. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxIf Consultant and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), Chief Executive Officer Xxxxxxx X. Xxxxxxx(3) and (4) of the Code do not comply with Section 409A of the Code, VP Consultant and the Company agree to amend this Agreement, or take such other actions as Consultant and the Company deem reasonably necessary or appropriate, to comply with the requirements of Global SalesSection 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Consultant’s taxable year following the taxable year in which Consultant incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Consultant’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Consultant’s, and Consultant’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. [SIGNATURE PAGE FOLLOWS]

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements For purposes of Code Section 409A, the Company does not represent or warrant regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each distribution that is made pursuant to this Agreement will is hereby designated as a separate payment. The Participant and the Company intend that all distributions made or to be made under this Agreement comply with Code with, or are exempt from, the requirements of Section 409A so that none of the distributions will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Specifically, any distribution made in connection with the Participant’s Termination and paid on or before the 15th day of the 3rd month following the end of the Participant’s first tax year in which the Participant’s Termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which the Participant’s Termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional distribution made in connection with the Participant’s Termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be paid no later than the last day of the Participant’s 2nd taxable year following the taxable year in which the Participant’s Termination occurs). Notwithstanding the foregoing, if any of the distributions provided in connection with the Participant’s Termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A- 1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, applicable exemption and the Company and its subsidiaries shall Participant is, at the time of the Participant’s Termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such distribution will not be made until the first regularly scheduled payroll date of the 7th month after the Participant’s Termination and, on such date (or, if earlier, the date of the Participant’s death), the Participant will receive all distributions that would have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, been made during such period in a single distribution. Any remaining distributions due under this Agreement would shall be deemed to be made as otherwise provided herein. The determination of whether the Participant is a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service “specified employee” for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i409A(a)(2)(B)(i) Executive's death or (ii) the date that is six months and one day following the date as of the time of such Termination of Executive's Employment (shall made by the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable Committee in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP the terms of Global SalesSection 409A.

Code Section 409A. This Agreement Notwithstanding any provision of the Plan to the contrary, the Plan and the severance pay and other benefits any payments provided hereunder are intended to qualify comply with, or be exempt from, Code Section 409A. The Plan shall in all respects be interpreted, operated, and administered in accordance with this intent. Payments provided under the Plan may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption, including, to the maximum extent possible, exemptions for an exemption separation pay due to Separation from Service and/or short-term deferrals. Any payments provided under the Plan to be made upon a Participant’s termination of employment with the Company that constitute deferred compensation subject to Code Section 409A shall only be made if such termination of service constitutes a Separation from Service. Each installment payment provided under the Plan shall be treated as a separate identified payment for purposes of Code Section 409A. The Company makes no representations or warranties that the payments provided under the Plan comply with, or are exempt from, Code Section 409A, providedand in no event shall the Company be liable for any portion of any taxes, howeverpenalties, interest, or other expenses that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply may be incurred by a Participant on account of non-compliance with Code Section 409A. If a Participant is a “specified employee” under Code Section 409A at his or her Date of Termination, to the extent applicable theretonecessary to avoid the imposition of any additional taxes under Code Section 409A, any payments to be made upon the Participant’s Separation from Service that constitute deferred compensation subject to Code Section 409A and that are scheduled to be made within six months following the Participant’s Date of Termination shall be delayed, without interest, and paid in a lump sum on the earlier of (i) the first payroll date to occur following the six month anniversary of the Participant’s Date of Termination, or (ii) the Participant’s death, and any payments otherwise scheduled to be made thereafter shall be made in accordance with their original schedule. Notwithstanding any provision of this Agreement the Plan to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required if any payments to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed Participant to be a deferral of compensation not exempt from made under the provisions of Plan are subject to Code Section 409A and would be considered a payment upon a separation from service for purposes the period during which the Participant may sign the Release begins in one calendar year and the first payroll period following the end of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409Athe period during which the Participant may sign the Release occurs in the following calendar year, then any such payment payments shall not be made or reimbursement, or portion thereof, shall be delayed commence until the date that is commencement of such following calendar year but no later than 75 Days after the earlier to occur Participant’s Date of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesTermination.

Code Section 409A. This Agreement Payments made pursuant to this Plan and the severance pay and other benefits provided hereunder Agreement are intended to qualify for an exemption from Code or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A, ; provided, however, that if the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the severance pay Participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and other benefits otherwise payable to or provided hereunder are not so exemptto the Participant under this Agreement. For purposes of Section 409A, they are intended to comply with Code each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent applicable thereto. Notwithstanding any provision possible under (i) the “short-term deferral” exemption of this Agreement Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that second calendar year following the Company shall not be required to assume any increased economic burden in connection therewith. Although calendar year containing the Company intends to administer this Agreement so that it will comply with the requirements Participant’s “separation from service” (as defined for purposes of Code Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), the Company does not represent or warrant that which are hereby incorporated by reference. For purposes of making a payment under this Agreement will comply with Code Section 409A or Agreement, if any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe amount is payable as a result of compensation paid under this Agreementa Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its subsidiaries shall have no obligation affiliates) as of his separation from service, to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If extent any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code service, then to the extent required by Section 409A, and Executive is determined to no payments due under this Agreement may be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed made until the date that is the earlier to occur of of: (i) Executive's death the first day of the seventh month following the Participant’s separation from service, or (ii) the date that is six months and one day following the Participant’s date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Perioddeath; provided, the however, that any payments delayed pursuant to during this Section 13 six-month period shall be paid to Executive in the aggregate in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxwithout interest, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP on the first day of Global Salesthe seventh month following the Participant’s separation from service

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxxx, President and Chief Executive Officer Xxxxxxx X. XxxxxxxXxxxxxxx Xxxxxx, VP Chief Financial Officer and Vice President of Global SalesFinance

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to To the extent applicable thereto. Notwithstanding (a) any provision of this Agreement payments or benefits to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid which you become entitled under this Agreement, and or under any other agreement or Company plan, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and its subsidiaries shall have no obligation to indemnify (b) you are deemed at the time of such retirement or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed termination of employment to be a deferral of compensation not exempt from the provisions of Code “specified employee” under Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409Athe Code, then any such payment payments shall not be made or reimbursement, or portion thereof, shall be delayed commence until the date that is the earlier to occur earliest of (i) Executive's death the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of your death following such separation from service; provided, however, that is six months and one day following such deferral shall only be effected to the date extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(l)(B) of the Termination Code in the absence of Executive's Employment (the "Delay Period")such deferral. Upon the expiration of the Delay Periodapplicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the payments delayed pursuant to absence of this Section 13 8 shall be paid to Executive you or your beneficiary in one lump sum (without interest). Any retirement or termination of your employment is intended to constitute a “separation from service” and will be determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. This Agreement shall be interpreted and administered in a lump summanner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable regulations thereunder. It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-I(b)(4) (as a “short-term deferral”) and Section 1.409A-I(b)(9) (as a “separation pay due to involuntary separation”). To the extent any payment hereunder may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A of the Code under another provision of Section 409A of the Code. To the extent that any payment under this Agreement is subject to Section 409A of the Code and ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any remaining payments due under this Section 13 shall right to reimbursement or the provision of any in-kind benefit be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salessubject to liquidation or exchange for another benefit.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the severance pay regulations and other benefits provided hereunder are intended to qualify for an exemption from guidance promulgated thereunder (collectively “Code Section 409A”) and, providedaccordingly, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the maximum extent applicable thereto. Notwithstanding any provision of this Agreement to the contrarypermitted, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not to be required to assume any increased economic burden either exempt from or in connection compliance therewith. Although In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on the Company intends to administer this Agreement so that it will comply with the requirements of Executive by Code Section 409A, the Company does not represent 409A or warrant that this Agreement will damages for failing to comply with Code Section 409A or 409A. Notwithstanding any other provision payment schedule provided herein to the contrary, if the Executive is deemed on the date of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed termination to be a deferral “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation not exempt from the provisions of under Code Section 409A and would be considered payable on account of a payment upon a “separation from service for purposes of Code Section 409A, and Executive is determined to service” shall not be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed made until the date that which is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive's death or , and (ii) the date that is six months and one day following the date of the Termination of Executive's Employment ’s death (the "“Delay Period"). ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, the all payments delayed pursuant to this Section 13 1(d) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release Agreement, (A) if Executive fails to execute the Release Agreement on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release Agreement thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release Agreement, and (B) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release Agreement and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d) “Release Expiration Date” shall mean the date that is 21 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 45 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release Agreement (and the applicable revocation period has expired) or, in the case of any payments subject to clause (B) of this Section 1(d), on the first payroll period to occur in the subsequent taxable year, if later. To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 1(c) after March 15 of the calendar year following the calendar year in which the Separation occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sumsum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the severance payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). For purposes of Code Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any remaining payments due other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 13 shall 409A be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salessubject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. This Agreement and For purposes of Section 409A of the severance pay Code, the regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further, (i) no severance or benefits to be paid or provided hereunder to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to qualify for be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an exemption “involuntary separation from Code service” within the meaning of Section 409A, providedand (iii) in the case of (i) and (ii), howeverany reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that if none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the severance pay and other benefits provided hereunder are not so exempt15th day of the 3rd month following the end of Executive’s first tax year in which Executive’s termination occurs or, they are intended to comply with Code if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent applicable theretopermitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with Executive’s termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of his termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six (6) months and one (1) day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision of this Agreement herein to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided to the extent that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent reimbursements or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or nonin-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, kind benefits under this Agreement would be deemed to be a deferral or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of reimbursements and/or benefits (i) shall be made or provided promptly but no later than December 31st of the calendar year following the year in which the expense was incurred by Executive's death or , (ii) shall not in any way affect the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant expenses eligible for reimbursement or in-kind benefits to this Section 13 shall be paid to Executive provided in a lump sumany other calendar year, and any remaining payments due under this Section 13 (iii) shall not be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salessubject to liquidation or exchange for another benefit.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the severance pay regulations and other benefits provided hereunder are intended to qualify for an exemption from guidance promulgated thereunder (collectively, “Code Section 409A”) and, providedaccordingly, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the maximum extent applicable thereto. Notwithstanding any provision of this Agreement to the contrarypermitted, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not to be required to assume any increased economic burden either exempt from or in connection compliance therewith. Although the Company intends to administer this Agreement so In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that it will comply with the requirements of may be imposed on Executive by Code Section 409A, the Company does not represent 409A or warrant that this Agreement will damages for failing to comply with Code Section 409A or 409A. Notwithstanding any other provision payment schedule provided herein to the contrary, if Executive is deemed on the date of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed termination to be a deferral “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 that is considered deferred compensation not exempt from the provisions of under Code Section 409A and would be considered payable on account of a payment upon a “separation from service for purposes of Code Section 409A, and Executive is determined to service” shall not be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed made until the date that which is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive's death or , and (ii) the date that is six months and one day following the date of the Termination of Executive's Employment ’s death (the "“Delay Period"). ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, the all payments delayed pursuant to this Section 13 1(d) shall be paid to Executive in a lump sum, and any all remaining payments due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment scheduledates specified for them herein. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP A termination of Global Salesemployment 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 deferred compensation” (within the meaning of Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A

Code Section 409A. This The intent of the parties is that payments under this Agreement comply with or be exempt from Section 409A of the Code and the severance pay regulations and other benefits provided hereunder are intended guidance promulgated thereunder (collectively “Code Section 409A”) and the Company shall have complete discretion to qualify for interpret and construe this Agreement in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, providedas demonstrated by consistent interpretations or other evidence of intent, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended such provision shall be considered ambiguous as to comply with its exemption from (or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company. A Termination of Service shall not be deemed to have occurred for purposes of any provision of this Agreement unless such termination is also a “separation from service” within the extent applicable thereto. Notwithstanding meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “Termination of Service” or like terms shall mean “such a separation from service.” Any provision of this Agreement to the contrarycontrary notwithstanding, this Agreement shall be interpreted and construed consistent with this intent, provided that if the Company shall not be required to assume any increased economic burden in connection therewith. Although determines that Team Member is a “specified employee,” within the Company intends to administer this Agreement so that it will comply with the requirements meaning of Code Section 409A, then to the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If extent any payment or reimbursement, or portion thereof, that Team Member is entitled to under this Agreement would be deemed to be a deferral on account of compensation not exempt his or her separation from the provisions of Code Section 409A and service would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" nonqualified deferred compensation under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until paid or provided at the date that which is the earlier to occur of (i) Executive's death or six (6) months and one day after such separation from service and (ii) the date that is six months and one day following the date of the Termination of Executive's Employment his or her death (the "“Delay Period"”). Upon the expiration of the Delay Period, the all payments delayed pursuant to this Section 13 5(q) shall be paid to Executive in a lump lump-sum, without interest, and any remaining payments and benefits due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesdates specified for them herein.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the severance pay regulations and other benefits provided hereunder are intended to qualify for an exemption from guidance promulgated thereunder (collectively “Code Section 409A”) and, providedaccordingly, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the maximum extent applicable thereto. Notwithstanding any provision of this Agreement to the contrarypermitted, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not to be required to assume any increased economic burden either exempt from or in connection compliance therewith. Although the Company intends to administer this Agreement so In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that it will comply with the requirements of may be imposed on Executive by Code Section 409A, the Company does not represent 409A or warrant that this Agreement will damages for failing to comply with Code Section 409A or 409A. Notwithstanding any other provision payment schedule provided herein to the contrary, if Executive is deemed on the date of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed termination to be a deferral “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 that is considered deferred compensation not exempt from the provisions of under Code Section 409A and would be considered payable on account of a payment upon a “separation from service for purposes of Code Section 409A, and Executive is determined to service” shall not be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed made until the date that which is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive's death or , and (ii) the date that is six months and one day following the date of the Termination of Executive's Employment ’s death (the "“Delay Period"). ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, the all payments delayed pursuant to this Section 13 1(e) shall be paid to Executive in a lump sum, and any all remaining payments due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment scheduledates specified for them herein. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxA 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 deferred compensation” (within the meaning of Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, Chief Executive Officer Xxxxxxx X. Xxxxxxxfor purposes of any such provision of this Agreement, VP references to a “termination,” “termination of Global Salesemployment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. To the

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of in this Agreement to the contrary, all payments and amounts hereunder are intended to be “short-term deferrals” that are not subject to Section 409A of the Code, and this Agreement shall be interpreted and construed consistent with such intent. If any payment under this intentAgreement is deemed to be a payment of deferred compensation that is subject to Code Section 409A, provided that then (i) to the Company extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, Executive shall not be required considered to assume any increased economic burden in connection therewith. Although have terminated employment with the Company intends to administer for purposes of this Agreement so that it will comply with and no payment shall be due to Executive under this Agreement until Executive would be considered to have incurred a “separation from service” from the requirements Company within the meaning of Code Section 409A, the Company does not represent (ii) each amount to be paid or warrant that benefit to be provided to Executive pursuant to this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe construed as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any separate identified payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and (iii) if, on the date of Executive’s separation from service (as defined in Treasury Regulation §1.409A-1(h)), Executive is determined a specified employee (as defined in Code Section 409A and Treasury Regulation §1.409A-1(i)), no payment due to Executive’s separation from service shall be made under this Agreement at any time during the six (6)-month period following the Employee’s separation from service of any amount that results in the “deferral of compensation” within the meaning of Treasury Regulation §1.409A-1(b), after application of the exemptions provided in Treasury Regulation §§1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) and (v), and any amounts otherwise payable during such six (6)-month period shall be paid in a "specified employee" lump sum on the first payroll payment date following expiration of such six (6)-month period. Notwithstanding anything to the contrary, GPRE does not make any representations that the payments and benefits provided under this Agreement are exempt from or are in compliance with Code Section 409A, then and in no event shall GPRE be liable for all or any such payment or reimbursementportion of any taxes, penalties, interest, or portion thereof, shall other expenses that may be delayed until the date that is the earlier to occur incurred by Executive on account of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Code Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales409A.

Code Section 409A. This Agreement is intended to comply, and shall be administered consistently in all respects, with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the severance pay regulations and other benefits provided hereunder are intended additional guidance promulgated thereunder to qualify for an exemption the extent applicable. Accordingly, Valero shall have the authority to take any action, or refrain from Code Section 409Ataking any action, provided, however, that if with respect to this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended that is reasonably necessary to comply ensure compliance with Code Section 409A (provided that Valero shall choose the action that best preserves the value of payments and benefits provided to the extent applicable thereto. Notwithstanding any provision of Participant under this Agreement to that is consistent with Code Section 409A), and the contrary, parties agree that this Agreement shall be interpreted and construed in a manner that is consistent with this intentCode Section 409A. In furtherance, provided that but not in limitation of the Company shall not foregoing: (a) in no event may Participant designate, directly or indirectly, the calendar year of any payment to be required made hereunder; (b) to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with extent the requirements Participant is a “specified employee” within the meaning of Code Section 409A, the Company does not represent or warrant payments, if any, that this Agreement will comply with constitute a “deferral of compensation” under Code Section 409A or and that would otherwise become due during the first six months following Participant’s termination of employment shall be delayed and all such delayed payments shall be paid in full in the seventh month after such termination date, provided that the above delay shall not apply to any payment that is excepted from coverage by Code Section 409A, such as a payment covered by the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, a termination, resignation or retirement of Participant’s employment hereunder shall mean and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be interpreted consistent with a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a “separation from service for purposes service” within the meaning of Code Section 409A; (d) terms defined in this section will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any other provision hereof, Valero makes no representations or warranties and Executive will have no liability to Participant or any other person if any provision of or payment under this Agreement is determined to be a "specified employee" under Code constitute deferred compensation subject to Section 409A409A but does not satisfy the conditions of Section 409A. Amended and restated effective as of February 23, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period")2021. Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. Byby: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxx Xxxxx XxxxxxxXxxxxx Xxxxxxxx Senior Vice President & Chief Human Resources Officer Participant Assumptions and Calculations (for illustration purposes only): 1. Assume the Participant was granted 36,000 Performance Shares on February 26, Chief Executive Officer Xxxxxxx X. Xxxxxxx2020. 2. Assume the Normal Vesting Date for the second segment of these Performance Shares is January 22, VP 2022. On that date 12,000 Performance Shares (36,000 / 3 = 12,000) vest with respect to the two-year Performance Period ending December 31, 2021. 3. Assume the cumulative amount of Global Salesdividends paid to holders of Common Stock during the eight quarters of the Performance Period is $7.52 per share.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the severance pay regulations and other benefits provided hereunder are intended to qualify for an exemption from guidance promulgated thereunder (collectively “Code Section 409A”) and, providedaccordingly, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the maximum extent applicable thereto. Notwithstanding any provision of this Agreement to the contrarypermitted, this Agreement shall be interpreted and construed consistent with this intent, provided that to be either exempt from or in compliance therewith. In no event whatsoever shall the Company shall not or Employer be required to assume liable for any increased economic burden in connection therewith. Although additional tax, interest or penalty that may be imposed on the Company intends to administer this Agreement so that it will comply with the requirements of Executive by Code Section 409A, the Company does not represent 409A or warrant that this Agreement will damages for failing to comply with Code Section 409A or 409A. Notwithstanding any other provision payment schedule provided herein to the contrary, if the Executive is deemed on the date of federaltermination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), state, local, or non-United States law. Neither then any payment under Section 5 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive date which is the earlier of (or any other individual claiming a benefit through A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and (B) the Company and its subsidiaries shall have no obligation date of Executive’s death (the “Delay Period”) to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to extent required under Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the all payments delayed pursuant to this Section 13 5(d) shall be paid to the Executive in a lump sum, and any all remaining payments due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment scheduledates specified for them herein. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxA termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from the Company and Employer within the meaning of Code Section 409A and, Chief Executive Officer Xxxxxxx X. Xxxxxxxfor purposes of any such provision of this Agreement, VP references to a “termination,” “termination of Global Salesemployment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any other provision of in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement shall Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be interpreted and construed consistent with this intentexempt from, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that and this Agreement will comply with shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers in a manner that would cause Code Section 409A to apply shall not be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify permitted unless such deferrals are in compliance with or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Code Section 409A. If In the event that the Corporation (or a successor thereto) has any payment stock which is publicly traded on an established securities market or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, otherwise and Executive is determined to be a "“specified employee" ” (as defined under Code Section 409A), then any such payment or reimbursement, or portion thereof, shall of deferred compensation subject to Code Section 409A to be delayed until the date that is the earlier made to occur of (i) Executive's death or (ii) Executive upon a separation from service may not be made before the date that is six months and one day following the date of the Termination of after Executive's Employment ’s separation from service (the "Delay Period"or death, if earlier). Upon To the expiration extent that Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the Delay Periodsix months following his separation from service, the payments delayed pursuant to this Section 13 shall if any, will be accumulated and paid to Executive in a lump sumduring the seventh month following his separation from service, and any remaining payments due under will be made in their ordinary course as described in this Section 13 shall Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be payable 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. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of 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, then neither the Corporation, the Board, the Compensation Committee nor its or their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxdesignees or agents shall be liable to Executive or other person for actions, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesdecisions or determinations made in good faith.

Code Section 409A. This Agreement and a. It is intended that the severance pay payments and other benefits to be provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if under this Agreement will be exempt from or comply with Section 409A of the Code and the severance pay any ambiguities herein will be interpreted to ensure that such payments and other benefits provided hereunder are be so exempt or, if not so exempt, they are intended to comply with Code Section 409A to of the Code. To the extent applicable thereto. Notwithstanding any provision of this Agreement to the contraryapplicable, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply accordance with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, localapplicable exemptions from, or non-United States law. Neither the Companyin compliance with, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a payment upon a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to the Employee’s “termination of employment” shall mean the Employee’s “separation from service for purposes of Code service,” as defined in Treasury Regulation Section 409A, and Executive 1.409A-1(h) (“Separation from Service”). b. If the Employee is determined to be a "“specified employee" ” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of the Employee’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, then any such payment or reimbursement, or portion thereof, deferred pursuant to this Section 22(b) shall be delayed until paid or distributed to the date that is Employee in a lump sum on the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day (6)-months following the Employee’s Separation from Service, (ii) the date of the Termination of Executive's Employment Employee’s death or (iii) the "Delay Period"). Upon the expiration earliest date as is permitted under Section 409A of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any Code. Any remaining payments due under this Section 13 the Agreement shall be paid as otherwise provided herein. c. If the Employee and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Employee and the Company agree to amend this Agreement, or take such other actions as Employee and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. d. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with their original payment scheduleTreasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of the Employee’s taxable year following the taxable year in which the Employee incurred the expenses. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxThe amount of expenses reimbursed or in-kind benefits payable during any taxable year of the Employee shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of the Employee, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesand the Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This The RSUs and this Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption be excepted from coverage under Code Section 409A and shall be interpreted and construed accordingly. In the event that the Grantee is a “specified employee” within the meaning of Code Section 409A, provided, however, that if and a payment or benefit provided for under this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended would be subject to comply with additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Grantee’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit shall not be 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 of the seventh month following the month in which the Grantee’s separation from service occurs or (ii) the tenth business day following the Grantee’s death (but not earlier than if such delay had not applied). The Grantee’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. To the extent applicable thereto. required by Code Section 409A, the terms “termination of employment” or “termination of service” and similar phrases to each shall mean “separation from service” within the meaning of Code Section 409A. Notwithstanding any provision of anything contained in the Plan or in this Agreement to the contrary, this Agreement neither the Company, any member of the Committee nor any Subsidiary shall have any liability or obligation to the Grantee or any other Person for taxes, interest, penalties or fines (including without limitation any of the foregoing resulting from the failure of the RSUs granted hereunder to comply with, or be interpreted and construed consistent with this intentexempt from, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the severance pay any regulations and other benefits provided hereunder are intended to qualify for an exemption from guidance (collectively “Code Section 409A”) and, providedaccordingly, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the maximum extent applicable thereto. Notwithstanding any provision of this Agreement to the contrarypermitted, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not to be required to assume any increased economic burden either exempt from or in connection compliance therewith. Although In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on the Company intends to administer this Agreement so that it will comply with the requirements of Executive by Code Section 409A, the Company does not represent 409A or warrant that this Agreement will damages for failing to comply with Code Section 409A or 409A. Notwithstanding any other provision payment schedule provided to the contrary, if the Executive is deemed on the date of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed termination to be a deferral “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation not exempt from the provisions of under Code Section 409A and would be considered payable on account of a payment upon a “separation from service for purposes of Code Section 409A, and Executive is determined to service” shall not be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed made until the date that which is the earlier to occur of (i) the expiration of the six-month period measured from the date of such “separation from service” of Executive's death or , and (ii) the date that is six months and one day following the date of the Termination of Executive's Employment ’s death (the "“Delay Period"). ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, the all payments delayed pursuant to this Section 13 1(f) shall be paid to the Executive in a lump sum, and any all remaining payments due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment scheduledates specified for them herein. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxA termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, Chief Executive Officer Xxxxxxx X. Xxxxxxxfor purposes of any such provision of this Agreement, VP references to a “termination,” “termination of Global Salesemployment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s

Code Section 409A. The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Units constitute “nonqualified deferred compensation” that is subject to Code Section 409A, any Restricted Stock Units that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Restricted Stock Units shall be Global Key Employee RSU Agreement paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the severance pay and other benefits provided hereunder Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A, ; provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the extent applicable theretoRestricted Stock Units. Notwithstanding any provision of Nothing in this Agreement or the Plan shall provide a basis for any person to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that take action against the Company shall not be required to assume or any increased economic burden in connection therewith. Although Subsidiary or affiliate of the Company intends to administer this Agreement so that it will comply with the requirements of based on matters covered by Code Section 409A, including the Company does not represent tax treatment of any amount paid or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid Award made under this Agreement, and neither the Company and nor any of its subsidiaries Subsidiaries or affiliates shall under any circumstances have no obligation any liability to indemnify any Participant or otherwise protect Executive from the obligation to pay his or her estate or any taxes pursuant to Code Section 409A. If other party for any payment taxes, penalties or reimbursement, or portion thereof, interest imposed under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment amounts paid or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due payable under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesAgreement.

Code Section 409A. This The time and form of payment of the Units is intended to comply with the requirements of Section 409A and this Agreement shall be interpreted in accordance with Section 409A. Accordingly, no acceleration or deferral of any payment shall be permitted if it would cause the payment of the Units to violate Section 409A. In addition, notwithstanding any provision herein to the contrary, in the event that following the Grant Date, the Committee (as defined in the Plan) determines that it may be necessary or appropriate to do so, the Committee may adopt such amendments to the Plan and/or this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the severance pay and other Committee determines are necessary or appropriate to (a) exempt the Plan and/or the Units from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided hereunder are intended with respect to qualify for an exemption from Code this Award, or (b) comply with the requirements of Section 409A, ; provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company paragraph shall not be required create an obligation on the part of the Committee to assume adopt any increased economic burden in connection therewithsuch amendment, policy or procedure or take any such other action. Although the Company intends to administer this Agreement so that it will comply with the requirements For purposes of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision right to receive payment of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers Units at each Vesting Date shall be liable treated as a right to Executive receive separate and distinct payments. No payment hereunder shall be made to you during the six (or 6)- month period following your “separation from service” (within the meaning of Section 409A) to the extent that the Company determines that paying such amount at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe such amounts is delayed as a result of compensation paid under this Agreementthe previous sentence, and then within thirty (30) days following the end of such six (6)-month period (or, if earlier, your death), the Company and its subsidiaries shall have no obligation pay to indemnify you (or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (iiyour estate) the date cumulative amounts that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodwould have otherwise been payable to you during such period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Saleswithout interest.

Code Section 409A. This (i) To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the severance requirements of section 409A of the Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the Internal Revenue Service ("Code section 409A") and shall in all respects be administered in accordance with Code section 409A. Any provision that would cause this 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 in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, which amendment may be retroactive to the extent permitted by Code section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute "nonqualified deferred compensation" under Code section 409A would otherwise be payable or distributable hereunder by reason of the Employee's termination of employment, such amount or benefit will not be payable or distributable to the Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of "separation from service" in Code section 409A or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Code section 409A-compliant "separation from service." (ii) All reimbursements and in‑kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code section 409A, including, without limitation, that [a] in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fee and expenses were incurred, [b] the amount of in‑kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in‑kind benefits that the Company is obligated to pay or provide in any other calendar year; and [c] the Executive's right to have the Company pay or provide such reimbursements and in‑kind benefits may not be liquidated or exchanged for any other benefit. (iii) To the extent the Executive is a "specified employee," as defined in section 409A(a)(2)(B)(i) of the Code and the regulations and other benefits guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided hereunder are intended to qualify for an exemption in any other section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of nonqualified deferred compensation (within the meaning of Treasury Regulation section 1.409A-1(b)) upon the Executive's "separation from Code Section 409Aservice" (within the meaning of Treasury Regulation section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise by payable during the six‑month period after the Executive's separation from service, will not be made during such 35622149 13 six‑month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six‑month period (the "Delayed Payment Date"); provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon dies following a separation from service for purposes of Code Section 409Abut before the Delayed Payment Date, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 amounts shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP the personal representative of Global Salesthe Executive's estate within thirty (30) days following the Executive's death.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 12 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 12 shall be payable in accordance with their original payment schedule. By: /s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxx Xxxxxxxx, CEO Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesPlatforms

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of 15 controls over anything in this Agreement to the contrary. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code and all regulations, guidance and other interpretive authority issued thereunder (collectively, “Section 409A”) so as not to subject you to payment of any additional tax, penalty or interest imposed under Section 409A and this Agreement shall be interpreted accordingly. To the extent necessary to comply with Section 409A, references in this Agreement to “termination of employment” or “terminates employment” (and construed consistent similar references) shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) and any governing Internal Revenue Service guidance and Treasury regulations (“Separation from Service”), and no payment subject to Section 409A that is payable upon a termination of employment shall be paid unless and until (and not later than applicable in compliance with this intent, provided Section 409A) you incur a Separation from Service. To the extent that the Company reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is subject to Section 409A, (a) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) reimbursement of any such expense shall be made by no later than December 31 of the year following the calendar year in which such expense is incurred; and (c) your right to receive such reimbursements or in-kind benefits shall not be required subject to assume liquidation or exchange for another benefit. To the extent that Section 409A(a)(2)(B)(i) applies and you are a “specified employee” on the date of your separation from service, then any increased economic burden payment treated as deferred compensation under Section 409A will be postponed until the first business day after the expiration of six (6) months from the date of your separation from service (or your death if earlier). To the extent necessary for a change in connection therewith. Although the Company intends time or manner of a payment due to administer this Agreement so that it will a Change in Control to comply with the requirements of Code Section 409A, such change shall be effective only if the Change in Control constitutes a change in the effective ownership or effective control of the Holding Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interestas applicable, or penalties Executive may owe as a result change in the ownership of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or a substantial portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination assets of Executive's Employment (the "Delay Period"Holding Company or the Company, as applicable, in each case within the meaning of Treasury Regulation section 1.409A-3(i)(5). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesPage 8

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to To the extent applicable thereto. Notwithstanding (a) any provision of this Agreement payments or benefits to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to which Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid becomes entitled under this Agreement, and or under any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and its subsidiaries shall have no obligation to indemnify or otherwise protect (b) Executive from is deemed at the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed time of such termination of employment to be a deferral of compensation not exempt from the provisions of Code “specified employee” under Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409Athe Code, then any such payment payments shall not be made or reimbursement, or portion thereof, shall be delayed commence until the date that is the earlier to occur earliest of (i) the expiration of the six (6)-month period measured from the date of Executive's death ’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of Executive’s death following such separation from service; provided, however, that is six months and one day following such deferral shall only be effected to the date extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(b) of the Termination Code in the absence of Executive's Employment (the "Delay Period")such deferral. Upon the expiration of the Delay Periodapplicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the payments delayed pursuant to absence of this Section 13 paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum (without interest). Any termination of Executive’s employment is intended to constitute a lump sum“separation from service” and will be determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any remaining right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. The Company does not intend to report any income to Executive under Section 409A with respect to the payments due and benefits under this Agreement. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP 409A of Global Salesthe Code.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended Payments pursuant to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code or be exempt from Section 409A to of the extent applicable thereto. Notwithstanding any provision Code (“Section 409A”) and accompanying regulations and other binding guidance promulgated thereunder, and the provisions of this Agreement to the contrarywill be administered, this interpreted and construed accordingly. This Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume avoid any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent additional tax or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid premium interest applicable under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, benefit cannot be provided or portion thereof, made at the time specified herein without incurring any additional tax or premium interest applicable under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter permitted under Section 409A when any such additional tax or premium interest applicable will not be imposed. Accordingly, to the extent a payment or reimbursementhereunder is, or portion thereofshall become, subject to the application of Section 409A, the following shall apply: (a) If, as of the date of Employee’s termination of employment, the Employee constitutes a “specified employee” as determined under Treasury Regulation Section 1.409A-1(i), then any payments or reimbursements the Employee would otherwise be entitled to during the first six (6) months following the Employee’s separation from service within the meaning of Section 409A(a)(2)(A)(i) shall be delayed until the date that is accumulated and paid in a lump sum on the earlier to occur of (i1) Executive's death or (ii) the first business day following the date that is six (6) months and one day following after the date of Employee’s termination of employment, (2) the Termination Employee’s date of Executive's Employment death or (3) such earlier date upon which such payment or benefit may be paid or provided under Section 409A without being subject to the "Delay Period"). Upon additional tax or premium interest applicable under Section 409A. In the expiration case of any payments due under Section 7(a)(v) that must be delayed as provided under this Section, such payments shall be deposited upon consummation of the Delay Period, Corporate Change in the payments delayed pursuant to this grantor trust established under Section 13 shall be 8(a)(i) and invested in a similar manner as other amounts held in such trust and paid to Executive in a lump sumsum (plus interest accrued thereon) at the earliest date as determined in the immediately preceding sentence, and any remaining payments due under this Section 13 the Agreement shall be payable paid as otherwise provided herein. If Employee dies during such six (6) month period and prior to the payment of the portion that is required to be delayed under Section 409A, such amount shall be paid to the personal representative of Employee’s estate within thirty (30) days after Employee’s death. (b) With respect to any group health plan, for the period of time following the period of time during which Employee would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B of the Code if Employee elected such coverage and paid the applicable premiums (generally, after 18 months), Employee (or Employee’s spouse or dependents, if applicable) shall pay the full cost of the benefits as determined under the then current practices of the Company on a monthly basis, provided, that the Company shall reimburse Employee (or Employee’s spouse or dependents, if applicable) for such costs. With respect to coverage other than group health plan coverage (e.g., life insurance coverage), for all period such coverage is to be provided, Employee (or Employee’s spouse or dependents, if applicable) shall pay the full cost of such coverage and the Company shall reimburse to Employee (or Employee’s spouse or dependents, if applicable) the amount of the cost of the coverage. Any reimbursements by the Company required under this paragraph shall be made on a regular, periodic basis within thirty (30) days after such reimbursable amounts are incurred; provided that, before such reimbursement, Employee (or Employee’s spouse or dependents, if applicable) has submitted or the Company possesses the applicable and appropriate evidence of such expense(s). Any reimbursements provided during one taxable year of Employee shall not affect the expenses eligible for reimbursement in accordance any other taxable year of Employee (with their original the exception of applicable lifetime maximums applicable to medical expenses or medical benefits described in Section 105(b) of the Code). (c) Any reimbursements or in-kind benefits provided under this Agreement shall be made or provided at the times specified in this Agreement; provided, however, that (i) any reimbursement for expenses shall be made only for expenses incurred during the period of time specified in this Agreement, (ii) 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, (iii) the reimbursement of an eligible expense will be made within 30 days of the end of the month in which appropriate request for such reimbursement is made by Employee but no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent compensation under the Agreement that is subject to Section 409A becomes subject to Federal Insurance Contributions Act (FICA) tax imposed under Section 3101, 3121(a), or 3121(v)(2) of the Code, a payment scheduleshall be paid to Employee to pay such taxes. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxIn addition, Chief Executive Officer Xxxxxxx X. Xxxxxxxa payment shall be made to Employee to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, VP local, or foreign tax laws as a result of Global Salesthe payment of the FICA amount, and to pay the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes. The total payment under this provision shall be equal to but not greater than the aggregate of the FICA and the income tax withholding related to such FICA. (e) A payment shall be made to Employee at any time the Agreement fails to meet the requirements of Section 409A. Such payment shall be equal to but not greater than the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A. (f) If a payment or provision of any benefit hereunder is subject to additional taxation or premium interest under Section 409A, the Parties agree to cooperate to the fullest extent in pursuit of any available corrective relief, as provided under the terms of Internal Revenue Service Notices 2008-113, 2010-6, or 2010-80, or any corresponding subsequent guidance, from the Section 409A additional income tax and premium interest tax

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are is intended to qualify for an exemption be exempt from Code Section 409A409A of the Code, provided, however, that if this Agreement as amended and the severance pay and other benefits provided hereunder are not so exempt, they are will be interpreted in a manner intended to comply with Code Section 409A to the extent applicable thereto. reflect that intention. A. Notwithstanding any provision of this Agreement anything herein to the contrary, if any amounts payable pursuant to this Agreement shall are determined to be interpreted and construed consistent with this intent, provided that the Company shall not be required subject to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federalthe Code, state, local, or non-United States law. Neither then with respect to such amounts: (i) if at the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result time of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a Employee’s separation from service for purposes of Code Section 409Afrom Company, and Executive Employee is determined to be a "“specified employee" ” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of the payment of such amounts on account of such separation from service is necessary in order to prevent any accelerated or additional tax under Code Section 409A409A of the Code, then Company will defer the commencement of the payment of any such payment amounts hereunder (without any reduction in such payments or reimbursement, benefits ultimately paid or portion thereof, shall be delayed provided to Employee) until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following Employee’s separation from service from the Company (or the earliest date as is permitted under Section 409A of the Termination Code), and (ii) each payment of Executive's Employment (two or more installment payments made under this Agreement shall be designated as a “separate payment” within the "Delay Period"meaning of Section 409A of the Code. In administering the six-month delay requirement for “specified employees” described in the foregoing sentence, the Company will apply all applicable exceptions to the definition of “deferred compensation” under income tax regulations and other guidance for Section 409A of the Code published by the Internal Revenue Service and the U.S. Treasury Department, including Treas. Reg. Sec. 1.409A-1(b)(9)(iii). Upon , and any payments under such applicable exceptions shall be made to Employee prior to the expiration of the Delay Periodsix-months delay in accordance with the Agreement and Section 409A of the Code. Any amounts of deferred compensation that are payable by reason of the Employee’s termination of employment shall not be paid unless such termination of employment also constitutes a “separation from service” for purposes of Section 409A of the Code and references to the employee’s “termination,” or “termination of employment” and words and phrases of similar meaning shall be construed to require a “separation from service” for purposes of Section 409A of the Code. B. If any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the payments delayed pursuant Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. C. To the extent any reimbursements or in-kind benefits due Employee under this Agreement constitutes “deferred compensation” under Section 13 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive Employee in a lump sum, and manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). D. The Company shall consult with Employee in good faith regarding the implementation of the provisions of this section; provided that neither the Company nor any remaining payments due under this Section 13 of its employees or representatives shall be payable in accordance have any liability to Employee with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesrespect thereto.

Code Section 409A. This Agreement shall be interpreted, construed and administered in a manner that satisfies the severance pay requirements of Section 409A of the Code, and other benefits provided any payment scheduled to be made hereunder are intended that would otherwise violate Section 409A of the Code shall be delayed to qualify the extent necessary for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended such payment to comply with Code Section 409A of the Code. (i) Notwithstanding anything to the extent applicable thereto. Notwithstanding contrary in this Agreement, if at the time of Executive’s termination of employment with the Company, Executive is a “specified employee” as defined in Section 409A of the Code, as determined by the Company in accordance with Section 409A of the Code, and the deferral of the commencement of any provision payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement to during the contraryperiod in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. (ii) Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement shall may be interpreted and construed consistent with this intentsubject to Section 409A of the Code, provided that the Company and the Executive shall not be required work together to assume any increased economic burden in connection therewith. Although the Company intends adopt such amendments to administer this Agreement so that it will 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 (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination Code and related Department of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesTreasury guidance.

Code Section 409A. This Wright Medical Technologx, Xxx. Separation Pay Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A CONFIDENTIAL Page 19 DO NOT COPY 17.8.2.1. Notwithstanding anything else to the extent applicable thereto. Notwithstanding any provision of this Agreement contrary herein, to the contrarymaximum extent permitted, this Agreement shall be interpreted and construed to be exempt from Code Section 409A or in compliance therewith, as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a lump sum upon the earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent that any regulations or guidance issued under Code Section 409A (after application of the previous provision of this intentparagraph) would result in the Executive being subject to the payment of interest or any additional tax under Code Section 409A, the Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Code Section 409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be required to assume substitute a cash payment for any increased economic burden in connection therewithnon-cash benefit herein. 17.8.2.2. Although the Company intends A termination of employment shall not be deemed to administer have occurred for purposes of any provision of this Agreement so providing for the payment of any amounts or benefits that it will comply with are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the requirements meaning of Code Section 409A and the payment thereof prior to a “separation from service” would violate Code Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 17.8.2.3. For purposes of Code Section 409A, the Company does not represent or warrant that Executive’s right to receive any installment payments pursuant to this Agreement will comply shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 17.8.2.4. With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. Wright Medical Technologx, Xxx. Separation Pay Agreement CONFIDENTIAL Page 20 DO NOT COPY 17.8.2.5. If the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A or any other provision payable on account of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a “separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any service,” such payment or reimbursement, or portion thereof, benefit shall be delayed until made or provided on the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one first business day following the date which is the earlier of (A) the expiration of the Termination six (6)-month period measured from the date of such “separation from service” of the Executive's Employment , and (B) the date of the Executive’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, the all payments and benefits delayed pursuant to this Section 13 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sumsum on the first business day following the Delay Period, and any remaining payments and benefits due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesdates specified for them herein.

Code Section 409A. This Payments made pursuant to this Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption be exempt from or otherwise comply with the provisions of Code Section 409A, provided, however, that if 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the severance pay Company determines that any payments under this Agreement are subject to Code Section 409A and other benefits provided hereunder are not so exemptthis Agreement fails to comply with that section’s requirements, they are intended the Company may, at the Company’s sole discretion, and without the Director’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Director shall not be deemed to have had a Termination unless the Director has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Director’s Termination shall instead be paid on the first business day after the date that is six months following the Director’s Termination (or upon the Director’s death, if earlier). For purposes of Code Section 409A, to the extent applicable thereto. Notwithstanding any provision applicable, all payments provided hereunder shall be treated as a right to a series of this Agreement separate payments and each separately identified amount to which the contrary, Director is entitled under this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewithtreated as a separate payment. Although the Company intends to administer this Agreement so that it will and the payments provided hereunder are intended to be exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither None of the Company, its subsidiariesSubsidiaries, nor or their respective directors, officers, employees or advisers shall be liable to Executive the Director (or any other individual claiming a benefit through Executivethe Director) for any tax, interest, or penalties Executive the Director may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries Subsidiaries shall have no obligation to indemnify or otherwise protect Executive the Director from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this 000X. Xxx-Xxxxxxxx Xxxxxxxx XXX Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (iUS) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"2021). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the severance pay regulations and other benefits provided hereunder are intended to qualify for an exemption from guidance promulgated thereunder (collectively “Code Section 409A”) and, providedaccordingly, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the maximum extent applicable thereto. Notwithstanding any provision of this Agreement to the contrarypermitted, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not to be required to assume any increased economic burden either exempt from or in connection compliance therewith. Although In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that may be imposed on the Company intends to administer this Agreement so that it will comply with the requirements of Executive by Code Section 409A, the Company does not represent 409A or warrant that this Agreement will damages for failing to comply with Code Section 409A or 409A. Notwithstanding any other provision payment schedule provided herein to the contrary, if the Executive is deemed on the date of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed termination to be a deferral “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation not exempt from the provisions of under Code Section 409A and would be considered payable on account of a payment upon a “separation from service for purposes of Code Section 409A, and Executive is determined to service” shall not be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed made until the date that which is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive's death or , and (ii) the date that is six months and one day following the date of the Termination of Executive's Employment ’s death (the "“Delay Period"). ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, the all payments delayed pursuant to this Section 13 1(d) shall be paid to the Executive in a lump sum, and any all remaining payments due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment scheduledates specified for them herein. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxA termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, Chief Executive Officer Xxxxxxx X. Xxxxxxxfor purposes of any such provision of this Agreement, VP references to a “termination,” “termination of Global Salesemployment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code

Code Section 409A. This Agreement and If the Company (or, if applicable, the successor entity thereto) determines that the severance pay payments and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if under this Agreement and or the severance pay and other benefits provided hereunder are not so exemptSeverance Plan (any such payments, they are intended to comply with the “Plan Payments”) constitute “deferred compensation” under Code Section 409A (together, with any state law of similar effect, “Section 409A”) and if Executive is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent applicable thereto. Notwithstanding any provision necessary to avoid the incurrence of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code adverse personal tax consequences under Section 409A, the Company does not represent or warrant that this Agreement timing of the Plan Payments will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until as follows: on the date that is the earlier earliest to occur of (i) Executive's death or (ii1) the date that is six months and one day following after the termination date, and (2) the date of Executive’s death (such earliest date, the Termination of Executive's Employment “Delayed Initial Payment Date”), the Company (or the "Delay Period"). Upon successor entity thereto, as applicable) will (i) pay to Executive a lump sum amount equal to the expiration sum of the Delay Period, Plan Payments that Executive would otherwise have received through the payments Delayed Initial Payment Date if the commencement of the payment of the Plan Payments had not been delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, 4.5 and any remaining payments due under this Section 13 shall be payable (ii) commence paying the balance of the Plan Payments in accordance with their original the applicable payment scheduleschedules set forth in this Agreement or the Severance Plan, as applicable. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxPrior to the imposition of any delay on the Plan Payments as set forth above, Chief Executive Officer Xxxxxxx X. Xxxxxxxit is intended that (A) each installment of the Plan Payments be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), VP (B) all Plan Payments satisfy, to the greatest extent possible, the exemptions from the application of Global SalesSection 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (C) the Plan Payments consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v).

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ C. Xxxxx Xxxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the severance pay regulations and other benefits provided hereunder are intended to qualify for an exemption from guidance promulgated thereunder (collectively “Code Section 409A”) and, providedaccordingly, howeverto the maximum extent permitted, this Agreement-shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall Parent or Employer be liable for any additional tax, interest or penalty that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A to the extent applicable thereto. 409A. Notwithstanding any provision of this Agreement other payment schedule provided herein to the contrary, this Agreement shall if Executive is deemed on the date of termination to be interpreted and construed consistent with this intenta “specified employee” within the- meaning of that term under Code Section 409A(a)(2)(B), provided then any payment under Section 1 that the Company is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed made until the date that which is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive's death or , and (iiit) the date that is six months and one day following the date of the Termination of Executive's Employment ’s death (the "“Delay Period"). ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, the all payments delayed pursuant to this Section 13 l(e) shall be paid to Executive in a lump sum, and any all remaining payments due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment scheduledates specified for them herein. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxA 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 deferred compensation” (within the meaning of Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, Chief for purposes of any- such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated; as a right to receive a series of separate and distinct payments. Notwithstanding any other-provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) if Executive Officer Xxxxxxx X. Xxxxxxxfails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, VP he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (B) in any case where the date of Global Salestermination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Section 409A) shall be made in the later taxable year. For purposes of this Section l(e) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section l(e), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (B) of this Section l(e) on the first payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. The provisions in this Section 6 shall apply if the Participant is subject to taxation in the United States. 6.1 To the extent the Restricted Stock Units constitute “nonqualified deferred compensation” that is subject to Code Section 409A (“NQ Deferred Compensation”), any Restricted Stock Units that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a “separation from service” within the meaning of Code Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Restricted Stock Units shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 6.2 This Award and payments made pursuant to this Agreement and the severance pay and other benefits provided hereunder Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A, ; provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the extent applicable theretoRestricted Stock Units. Notwithstanding any provision of Nothing in this Agreement or the Plan shall provide a basis for any person to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that take action against the Company shall not be required to assume or any increased economic burden in connection therewith. Although Subsidiary or affiliate of the Company intends to administer this Agreement so that it will comply with the requirements of based on matters covered by Code Section 409A, including the Company does not represent tax treatment of any amount paid or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid Award made under this Agreement, and neither the Company and nor any of its subsidiaries Subsidiaries or affiliates shall under any circumstances have no obligation any liability to indemnify any Participant or otherwise protect Executive from the obligation to pay his or her estate or any taxes pursuant to Code Section 409A. If other party for any payment taxes, penalties or reimbursement, or portion thereof, interest imposed under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment amounts paid or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due payable under this Section 13 shall be payable in accordance with their original payment scheduleAgreement. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesLeadership RSU Agreement 402604255-v3\NA_DMS6653188-v3\GESDMS

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are is intended to comply with Code Section 409A 409A, or to the extent applicable thereto. qualify for an exemption thereunder, and shall be construed and administered in a manner which does not result in additional tax or interest to Employee under Code Section 409A. Notwithstanding any other provision of this Agreement to the contraryAgreement, payments provided under this Agreement shall may only be interpreted made upon an event and construed consistent with this intent, provided in a manner that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply complies with Code Section 409A or any other provision of federal, state, local, or non-United States lawan applicable exemption. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, Any payments under this Agreement would that may be deemed to be a deferral of compensation not exempt excluded from the provisions of Code Section 409A and would be considered a payment upon a either as separation pay due to an involuntary separation from service for or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. For purposes of Code Section 409A, and Executive is determined each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a "termination of employment shall only be made upon a “separation from service” as defined under Code Section 409A. If Employee is a “specified employee" ” (within the meaning of Code Section 409A(a)(2)(B) or any successor provision thereto), then with regard to any payment or provision of benefit that is subject to Code Section 409A as deferred compensation and is due upon or as a result of Employee’s “separation from service,” notwithstanding any contrary provision under this Agreement, such payment or benefit shall not be made or provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that which is the earlier to occur of (iA) Executive's death or expiration of the six (ii6)‐month period measured from such “separation from service,” and (B) the date that is six months and one day following the date of the Termination of Executive's Employment Employee’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, the all payments and benefits delayed pursuant to this Section 13 section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive Employee in a lump sumlump‐sum, and any remaining payments and benefit due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment scheduledates specified for them in this Agreement. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxTo the extent that payments and benefits under this Agreement are deferred compensation subject to Code Section 409A and are contingent upon Employee’s taking any employment‐related action, Chief Executive Officer Xxxxxxx X. Xxxxxxxincluding without limitation execution (and non‐revocation) of another agreement, VP such as a release agreement, and the period within which such action(s) may be taken by Employee would begin in one calendar year and expire in the following calendar year, then such amounts or benefits shall be paid in such following calendar year. With respect to any taxable reimbursements or in-kind benefits provided for under this Agreement or otherwise payable to Employee, Cxxxxxxx (a) shall make all such reimbursements no later than Employee’s taxable year following the taxable year in which the expense was incurred, (b) the amount of Global Salesexpenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for other benefits. Notwithstanding the foregoing, Cxxxxxxx makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall Cxxxxxxx be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Code Section 409A.

Code Section 409A. This Both you and Calpine intend that payments and benefits under this Agreement and are exempt from or comply with Section 409A of the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Internal Revenue Code of 1986, as amended (“Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A ”) to the extent applicable subject thereto. Notwithstanding any provision of this Agreement , and, accordingly, to the contrarymaximum extent permitted, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not administered to be required to assume any increased economic burden exempt from Code Section 409A or in connection compliance therewith. Although Notwithstanding anything herein to the Company intends contrary, (a) if at the time of your termination of employment, you are a “specified employee” as defined in Code Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to administer this Agreement so that it will comply with the requirements of prevent any accelerated or additional tax under Code Section 409A, then Calpine will defer the Company commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided by Calpine) until the date that is six months following the date of your termination of employment (or the earliest date as is permitted under Code Section 409A), (b) if any other payments of money or other benefits due to you hereunder could cause the application of an accelerated or additional tax under Code Section 409A, then such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner determined by Calpine that does not represent cause such an accelerated or warrant that additional tax, (c) to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, you shall not be considered to have terminated employment with Calpine for purposes of this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers and no payment shall be liable due to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, you under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and until you would be considered to have incurred a payment upon a “separation from service for purposes service” from Calpine within the meaning of Code Section 409A, and Executive is determined (d) to the extent permitted by Code Section 409A, each amount to be paid or benefit to be provided to you pursuant to this Agreement, which constitutes deferred compensation subject to Code Section 409A, shall be construed as a "specified employee" separate identified payment for purposes of Code Section 409A. You shall not have any right to determine a date of payment of any amount under this Agreement. To the extent required to avoid an accelerated or additional tax under Code Section 409A, then any such payment or reimbursementamounts reimbursable to you under this Agreement, or portion thereofif any, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive you on or before the last day of the year following the year in a lump sumwhich the expense was incurred, the amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during any one year may not affect amounts reimbursable or provided in any subsequent year, and any remaining payments due the right to reimbursement (and in-kind benefits provided to you) under this Agreement shall not be subject to liquidation or exchange for another benefit. You acknowledge and understand that neither Calpine nor any employee or agent of Calpine has provided you any tax advice regarding this Agreement, amounts payable under this Agreement, or Code Section 13 shall be payable in accordance with their original payment schedule409A and that Calpine has urged you to seek advice from your own tax advisor regarding the tax consequences of this Agreement to you. PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, EXCEPT AS SPECIFIED IN THIS AGREEMENT. CALPINE CORPORATION Dated: August 4, 2015 By: /s/ XXXXXXXXXXX XXXXX Xxxxxxxxxxx Xxxxx Xxxxxxx VP, Human Resources EMPLOYEE Dated: August 4, 2015 By: /s/ Xxxxxxx X. Xxxxxxx XXXX XXXXX Xxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP Current Date: 08/04/2015 Separation Date: 08/04/2015 Name: Xxxx Xxxxx Hire Date/Seniority Date: 04/19/2010 Highest Annual Base Salary (prior 3 years): $411,200 (gross) 2015 Target CIP Bonus: 60% of Global Sales2015 Annual Base Salary

Code Section 409A. This 7.1 To extent that the Employee would otherwise be entitled to any payment or benefit under this Agreement and or any plan or arrangement of the severance pay and other benefits provided hereunder are intended Company or its affiliates, that constitutes "deferred compensation" subject to qualify for an exemption from Section 409A of the Code ("Section 409A, provided, however, ") and that if paid during the six months beginning on the date of Employee's termination of employment would be subject to additional taxes and penalties under Section 409A ("409A Penalties") because the Employee is a "specified employee" (within the meaning of Section 409A and as determined from time to time by the Compensation Committee of the Company), the payment will be paid to the Employee on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or the Employee's death. In addition, any payment or benefit due upon a termination of employment that represents a "deferral of compensation" within the meaning of Section 409A shall be paid or provided to the Employee only upon a "separation from service" as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement shall be deemed to be separate payments, and the severance pay and other benefits provided hereunder are amounts payable under this Agreement shall be deemed not so exempt, they are intended to comply with Code be a "deferral of compensation" subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) ("short-term deferrals") and (b)(9) ("separation pay plans," including the exception under subparagraph (iii)) and other applicable theretoprovisions of Treas. Notwithstanding Reg. 1.409A-1 through 1.409A-6. 7.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required subject to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or amount of any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) such expenses eligible for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereofthe provision of any in-kind benefit, under this Agreement would in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be deemed to be a deferral reimbursed after the last day of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409Acalendar year following the calendar year in which the Employee incurred such expenses, and Executive is determined in no event shall any right to reimbursement or the provision of any in-kind benefit be a "specified employee" under Code Section 409A, then any such payment subject to liquidation or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesexchange for another benefit.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended A termination of employment shall not be deemed to qualify have occurred for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding purposes of any provision of this Agreement to providing for the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements meaning of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding any other provision herein, if Executive is deemed on the date of federaltermination to be a “Specified Employee”, stateas that term is defined in Section 409A of the Code, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable then with regard to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, the provision of any benefit under this Agreement would be deemed to be that is considered deferred compensation under Section 409A of the Code payable on account of a deferral of compensation “separation from service,” and that is not exempt from the provisions of Code Section 409A and would be considered of the Code as involuntary separation pay or a payment upon a separation from service for purposes of Code Section 409Ashort-term deferral (or otherwise), and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, benefit shall be delayed until made or provided at the date that which is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive's death or , and (ii) the date that is six months and one day following ten (10) days after the date of the Termination of Executive's Employment ’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, the all payments and benefits delayed pursuant to this Section 13 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sumsum without interest, and any remaining payments and benefits due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesdates specified for them herein.

Code Section 409A. This To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and the severance pay Department of Treasury regulations and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409Ainterpretive guidance issued thereunder, provided, however, including without limitation any such regulations or other guidance that if may be issued after the effective date of this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable theretoAgreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company determines that the RSUs may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement shall be interpreted ), the Company may adopt such amendments to this Agreement or adopt other policies and construed consistent procedures (including amendments, policies and procedures with this intentretroactive effect ), provided or take any other actions, that the Company shall not be required determines are necessary or appropriate to assume any increased economic burden in connection therewith. Although (a) exempt the Company intends RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to administer this Agreement so that it will the RSUs, or (b) comply with the requirements of Section 409A of the Code Section 409Aand related Department of Treasury guidance; provided, the Company does not represent or warrant however, that this Agreement will comply with Code Section 409A or 16 shall not create any other provision obligation on the part of federal, state, local, or non-United States law. Neither the Company, its subsidiariesthe Partnership or any Subsidiary to adopt any such amendment, nor their respective directorspolicy or procedure or take any such other action. For purposes of Section 409A of the Code, officers, employees or advisers any right to a series of payments pursuant to this Agreement shall be liable treated as a right to Executive a series of separate payments. 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 that the Administrator determines that the Participant is a “specified employee” (each within the meaning of Section 409A of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(b)(i). If the payment of any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe such amounts is delayed as a result of compensation the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six-month period under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales.

Code Section 409A. This Agreement If and to the severance pay and other benefits provided hereunder are intended to qualify for an exemption from extent that Code Section 409A409A is deemed to apply to the Award, provided, however, it is intended that if this Agreement and the severance pay and other benefits provided hereunder are not so exemptAward shall, they are intended to comply the extent practicable, be construed in accordance therewith. Notwithstanding any provision to the contrary in this Agreement, if the Participant is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Code Section 409A(a)(2)(B) (after taking into account any applicable exceptions to such requirement), such payment shall be made on the extent applicable theretodate that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant’s “separation from service” (with such payment to be made during the seventh month following the “separation from service”), or, if earlier, (ii) the date of the Participant’s death, or as otherwise permitted under Code Section 409A (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 22 shall be paid to Participant in a lump sum. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement shall be interpreted and construed consistent with this intent, provided that providing for the Company shall not be required to assume payment of any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements amounts or benefits upon or following a termination of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of employment constituting deferred compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, references to the Participant’s “termination of employment” (and Executive corollary terms) with the Company shall be construed to refer to the Participant’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. In the event that this Award, this Agreement, or the Plan is determined deemed not to be a "specified employee" under comply with Code Section 409A, then neither the Company, the Board of Directors, the Committee, nor its designees or agents will be responsible to the Participant or any such payment or reimbursementother person for actions, decisions, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive determinations made in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesgood faith.

Code Section 409A. This Agreement Payments made pursuant to this Plan and the severance pay and other benefits provided hereunder Agreement are intended to qualify for an exemption from Code or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all PSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A, ; provided, however, that if the Company makes no representations that the Plan or the PSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any PSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the severance pay Participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and other benefits otherwise payable to or provided hereunder are not so exemptto the Participant under this Agreement. For purposes of Section 409A, they are intended to comply with Code each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent applicable thereto. Notwithstanding any provision possible under (i) the “short-term deferral” exemption of this Agreement Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that second calendar year following the Company shall not be required to assume any increased economic burden in connection therewith. Although calendar year containing the Company intends to administer this Agreement so that it will comply with the requirements Participant’s “separation from service” (as defined for purposes of Code Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), the Company does not represent or warrant that which are hereby incorporated by reference. For purposes of making a payment under this Agreement will comply with Code Section 409A or Agreement, if any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe amount is payable as a result of compensation paid under this Agreementa Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its subsidiaries shall have no obligation affiliates) as of his separation from service, to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If extent any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code service, then to the extent required by Section 409A, and Executive is determined to no payments due under this Agreement may be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed made until the date that is the earlier to occur of of: (i) Executive's death the first day of the seventh month following the Participant’s separation from service, or (ii) the date that is six months and one day following the Participant’s date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Perioddeath; provided, the however, that any payments delayed pursuant to during this Section 13 six-month period shall be paid to Executive in the aggregate in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxwithout interest, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP on the first day of Global Salesthe seventh month following the Participant’s separation from service.

Code Section 409A. This All separation payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the severance pay Department of Treasury regulations and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable theretoguidance promulgated thereunder. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden contrary in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and if EMPLOYEE is deemed by CUBIC at the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive time of EMPLOYEE’s separation from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed service to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service “specified employee” for purposes of Code Section 409A401A(a)(2)(B)(i), and Executive to the extent delayed commencement of any portion of the benefits to which EMPLOYEE is determined entitled under this Agreement is required in order to be 11 avoid a "specified employee" prohibited distribution under Code Section 409A409A(a)(2)(B)(i), then any such payment or reimbursement, or portion thereof, of EMPLOYEE’S benefits shall not be delayed until the date that is provided to EMPLOYEE prior to the earlier to occur of (i) Executive's death the expiration of the six-month period measured from the date of EMPLOYEE’S “separation of service” with CUBIC or (ii) the date that is six months and one of EMPLOYEE’S death. Upon the first business day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, the all payments delayed deferred pursuant to this Section 13 25 shall be paid to Executive in a lump sumsum to EMPLOYEE, and any remaining payments due under this Section 13 Agreement shall be payable paid as otherwise provided herein. To the extent applicable, this Agreement shall be interpreted in accordance with their original payment schedulethe applicable exemptions from Section 409A of the Code. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxTo the extent that any provision of the Agreement is ambiguous as to its compliance with Section 409A of the Code, Chief Executive Officer Xxxxxxx X. Xxxxxxxthe provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of EMPLOYEE’S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE’S will not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE’S, VP of Global Salesand EMPLOYEE’S right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit

Code Section 409A. This Agreement and It is intended that all of the severance pay and other benefits provided hereunder are intended payments satisfy, to qualify for an exemption the greatest extent possible, the exemptions from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with application of Code Section 409A provided under Treasury Regulations Sections l.409A-l(b)(4), 1.409A-l(b)(5) and l.409A-l(b)(9), and this Agreement will be construed to the greatest extent applicable theretopossible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee's right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden contrary in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and if the Employee is deemed by the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from at the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral time of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments set f011h herein and/or under any other agreement with the Company are deemed to be "deferred compensation", then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six-month period measured from the Termination Date, (ii) the date of the Employee's death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 19 will be paid in a lump sum to the Employee, and any remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so defe1Ted. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, then any such or the payment of increased taxes, excise taxes or reimbursement, or portion thereof, shall other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this in compliance with Code Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales409A.

Code Section 409A. The provisions in this Section 7 shall apply if the Participant is subject to taxation in the United States. 7.1 To the extent the Performance RSUs constitute "nonqualified deferred compensation" that is subject to Code Section 409A ("NQ Deferred Compensation"), any Performance RSUs that are payable upon or with reference to the date that the Participant’s Active Service terminates (i) shall not be paid unless the Participant experiences a "separation from service" within the meaning of Code Section 409A and (ii) if the Participant is a "specified employee" within the meaning of Code Section 409A on the date of the Participant’s separation from service, then the Performance RSUs shall be paid on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. 7.2 This Award and payments made pursuant to this Agreement and the severance pay and other benefits provided hereunder Plan are intended to qualify for an exemption from or comply with Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Performance RSUs granted to the Participant qualify for exemption from or comply with Code Section 409A, ; provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to Company makes no representations that the Performance RSUs shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the extent applicable theretoPerformance RSUs. Notwithstanding any provision of Nothing in this Agreement or the Plan shall provide a basis for any person to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that take action against the Company shall not be required to assume or any increased economic burden in connection therewith. Although Subsidiary or affiliate of the Company intends to administer this Agreement so that it will comply with the requirements of based on matters covered by Code Section 409A, including the Company does not represent tax treatment of any amount paid or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid Award made under this Agreement, and neither the Company and nor any of its subsidiaries Subsidiaries or affiliates shall under any circumstances have no obligation any liability to indemnify any Participant or otherwise protect Executive from the obligation to pay his or her estate or any taxes pursuant to Code Section 409A. If other party for any payment taxes, penalties or reimbursement, or portion thereof, interest imposed under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be for any amounts paid or payable under this Agreement. 7.3 If the vesting of the Performance RSUs is accelerated in connection with a Change of Control, the Performance RSUs are considered a payment upon a separation from service for purposes of Code Section 409ANQ Deferred Compensation, and Executive is determined to be the Change of Control does not constitute a "specified employeechange in control event," under Code Section 409Awithin the meaning of the U.S. Treasury Regulations, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is cash equivalent of the earlier to occur Performance RSUs as of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 Change in Control shall be paid on the earliest of the applicable Vesting Date, the date of the Participant’s death or the date the Participant’s Active Status terminates due to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesDisability.

Code Section 409A. This All payments upon a termination of service to be made under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the severance pay Department of Treasury regulations and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable theretoguidance promulgated thereunder. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden contrary in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and if Employee is deemed by the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive at the time of Employee’s separation from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed service to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service “specified employee” for purposes of Code Section 409A409A(a)(2)(B)(i), and Executive to the extent delayed commencement of any portion of the benefits to which Employee is determined entitled under this Agreement that are deemed to be “deferred compensation” is required in order to avoid a "specified employee" prohibited distribution under Code Section 409A409A(a)(2)(B)(i), then any such payment or reimbursement, or portion thereof, of Employee’s benefits shall not be delayed until the date that is provided to Employee prior to the earlier to occur of (i) Executive's death the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” with the Company or (ii) the date that is six months and one of Employee’s death. Upon the first business day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, the all payments delayed deferred pursuant to this Section 13 9(g) shall be paid to Executive in a lump sumsum to Employee, and any remaining payments due under this Section 13 Agreement shall be payable paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payments under this Agreement shall be treated as a separate payment under a right to receive a series of separate payments and, accordingly, each payment hereunder shall at all times be considered a separate and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. The Company and Employee agree to work together in accordance with their original good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesto Employee under Section 409A.

Code Section 409A. This Agreement For purposes of U.S. taxpayers, it is intended that the terms of the RSUs will comply with the provisions of Section 409A of the Code and the severance pay Treasury Regulations relating thereto so as not to subject the Executive to the payment of additional taxes and other benefits provided hereunder are intended to qualify for an exemption from Code interest under Section 409A409A of the Code, provided, however, that if and this Agreement will be interpreted, operated and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed administered in a manner that is consistent with this intent. In furtherance of this intent, provided the Committee 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, in each case, without the consent of the Executive, that the Company shall not be required Committee determines are reasonable, necessary or appropriate to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Section 409A of the Code Section 409Aand related U.S. Department of Treasury guidance. In that light, the Company does Xxxxxx Group makes no representation or covenant to ensure that the RSUs that are intended to be exempt from, or compliant with, Section 409A of the Code are not represent so exempt or warrant that compliant or for any action taken by the Committee with respect thereto. Anything in this Agreement will comply with Code Section 409A or any other provision of federalto the contrary notwithstanding, state, local, or non-United States law. Neither no Shares underlying the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, RSU Awards under this Agreement would be deemed to be a deferral that constitute an item of deferred compensation not exempt from the provisions of Code under Section 409A and would of the Code that become payable by reason of a Participant’s termination of employment with the Company shall be considered issued to the Participant unless the Participant’s termination of employment constitutes a payment upon a “separation from service for purposes service” (within the meaning of Section 409A of the Code Section 409Aand any the regulations or other guidance thereunder). In addition, and Executive is determined to be a "specified employee" under Code Section 409A, then any no such payment or reimbursement, or portion thereof, issuance shall be delayed until made to the date that is Participant prior to the earlier to occur of (i) Executive's death or (iia) the date that is six months and one day following expiration of the six-month period measured from the date of the Termination of Executive's Employment Participant’s separation from service or (b) the "Delay Period"). Upon the expiration date of the Delay PeriodParticipant’s death, if the payments delayed pursuant Participant is deemed at the time of such separation from service to this be a “specified employee” (within the meaning of Section 13 shall be paid to Executive in a lump sum, 409A of the Code and any remaining payments due the regulations or other guidance thereunder) and to the extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP 409A of Global Salesthe Code and any the regulations or other guidance thereunder.

Code Section 409A. This To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the severance pay and other benefits provided hereunder are intended to qualify for requirements of Section 409A of the Code, or an exemption from or exclusion therefrom, 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 Service (“Code Section 409A, ”); provided, howeverthat for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that if this would cause the Agreement and or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the severance pay and other benefits provided hereunder are not so exempt, they are intended least restrictive manner necessary to comply with Code Section 409A 409A, which amendment may be retroactive to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, permitted by Code Section 409A. Each payment under this Agreement shall be interpreted treated as a separate payment for purposes of Code Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and construed consistent with this intent, in-kind benefits provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer under this Agreement so that it will comply shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company does not represent or warrant that under this Agreement will comply with Code Section 409A be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other provision of federal, state, local, calendar year; (iii) the Employee’s right to have the Company pay or nonprovide such reimbursements and in-United States law. Neither kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company, its subsidiaries, nor their respective directors, officers, employees ’s obligations to make such reimbursements or advisers shall be liable to Executive (or provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result advisors of compensation paid under Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and its subsidiaries shall have no obligation to indemnify reporting) of the payment of any compensation or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, benefits hereunder under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, Code and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP similar sections of Global Salesstate tax law.

Code Section 409A. This Notwithstanding anything in the Plan or this Agreement to the contrary, if any payment with respect to any RSUs (including any Dividend Equivalents) is subject to Code Section 409A and if such payment is to be paid or provided on account of Participant’s Termination Date (or other separation from service or termination of employment, other than death): (a) and if Participant is a specified employee (within the severance pay and other benefits provided hereunder are intended to qualify for an exemption from meaning of Code Section 409A) and if any such payment or benefit is required to be made or provided prior to the date which is six (6) months following Participant’s Termination Date, such payment or benefit shall be delayed until the date which is six (6) months and one (1) day following Participant’s Termination Date; provided, however, that if this Agreement and Participant dies prior to such six (6)-month anniversary, all remaining payments shall be paid to his estate within ninety (90) days following his death; and (b) the severance pay and determination as to whether Participant has had a Termination Date (or other benefits provided hereunder are not so exempt, they are intended to comply termination of employment or separation from service) shall be made in accordance with the provisions of Code Section 409A to and the extent applicable theretoguidance issued thereunder without application of any alternative levels of reductions of bona fide services permitted thereunder. Notwithstanding any provision It is the intent of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, 409A so that none of the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, RSUs provided under this Agreement would or Stock issuable hereunder will be deemed subject to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of additional tax imposed under Code Section 409A, and Executive any ambiguities herein will be interpreted to so comply. None of the Company, any Affiliate or any Subsidiary, however, makes any representation regarding the tax consequences of this Award. Xxxx Xxxxxxx Nutrition Company By: __________________________ Senior Vice President, General Counsel and Secretary I have read this Agreement in its entirety. I understand that the RSUs have been granted to provide a means for me to acquire and/or expand an ownership position in Xxxx Xxxxxxx Nutrition Company, and it is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until expected that I will retain the date Stock I receive upon the settlement of the RSUs consistent with the Company’s Stock retention guidelines in effect at the time of settlement of the RSUs. I acknowledge and agree that is the earlier to occur of (i) Executive's death or the RSUs are nontransferable, except as provided herein and in the Plan, (ii) the date RSUs are subject to forfeiture in the event of my Termination Date in certain circumstances, as specified in the Agreement, and (iii) sales of Stock will be subject to the Company’s policy regulating trading by employees. In accepting this grant, I hereby agree that is six months Xxxxxx Xxxxxxx Xxxxx Xxxxxx, or such other vendor as the Company may choose to administer the Plan, may provide the Company with any and one day following all account information necessary to monitor my compliance with the date Company’s Stock retention guidelines and other applicable policies. I hereby agree to all the terms and conditions set forth in this Agreement and accept the grant of the Termination of Executive's Employment (the "Delay Period")RSUs subject thereto. Upon the expiration Where electronic acceptance is permitted under applicable law, electronic acceptance of the Delay Period, the payments delayed pursuant to this Section 13 RSUs shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedulebinding on the Participant. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales___________________________________ Participant Signature

Code Section 409A. This 10.1 To the extent that any payments to be made to Executive upon a termination of employment are subject to Section 409A of the Code, a termination of employment with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A of the Code and applicable regulations. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 4 | Page 10.2 Anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (a) six months and one day after Executive’s separation from service, or (b) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the severance pay balance of the installments shall be payable in accordance with their original schedule. 10.3 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 10.4 The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The Parties agree that this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder are intended without additional cost to qualify for an exemption from Code either Party. This Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A 10 shall apply only to the extent applicable thereto. required to avoid Executive’s incurrence of any tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. 10.5 Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payments shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code made no earlier than at such times allowed under Section 409A of the Code. 10.6 The Company makes no representation or warranty and shall have no liability to Executive or any other provision person for violations in form if any provisions relating to the form of federal, state, localthis Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or non-United States lawthe conditions of, such Section. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales4 | Page

Code Section 409A. This Payments made pursuant to this Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption be exempt from or to otherwise comply with the provisions of Code Section 409A, provided, however, that if 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the severance pay Company determines that any payments under this Agreement are subject to Code Section 409A and other benefits provided hereunder are not so exemptthis Agreement fails to comply with that section’s requirements, they are intended the Company may, at the Company’s sole discretion, and without the Director’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Director shall not be deemed to have had a Termination unless the Director has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Director’s Termination shall instead be paid on the first business day after the date that is six months following the Director’s Termination (or upon the Director’s death, if earlier). For purposes of Code Section 409A, to the extent applicable thereto. Notwithstanding any provision applicable, all payments provided hereunder shall be treated as a right to a series of this Agreement separate payments and each separately identified amount to which the contrary, Director is entitled under this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewithtreated as a separate payment. Although the Company intends to administer this Agreement so that it will and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither None of the Company, its subsidiariesSubsidiaries, nor or their respective directors, officers, Non-Employee Director RSU Agreement (US) (2017) employees or advisers shall be liable to Executive the Director (or any other individual claiming a benefit through Executivethe Director) for any tax, interest, or penalties Executive the Director may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries Subsidiaries shall have no obligation to indemnify or otherwise protect Executive the Director from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales409A.

Code Section 409A. This If any payments under this Agreement and are subject to the severance pay and other benefits provided hereunder are intended to qualify for an exemption from provisions of Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are it is intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply fully with and meet all the requirements of Code Section 409A409A. Consequently, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would shall be deemed subject to be a deferral of compensation not exempt from the provisions of Code this Section 409A and would be considered 19. If you are a payment upon a separation from service “Specified Employee” of the Company for purposes of Code Section 409A, and Executive 409A at the time of a payment event set forth in Sections 8 or 9 then no payments pursuant to those Sections shall be made to you by the Company until the amount of time has passed that is determined necessary to be a "specified employee" avoid incurring excise taxes under Code Section 409A409A. Should this Section 19 result in a delay of payments to you, then on the first day any such payment payments may be made without incurring a penalty pursuant to Section 409A (the “409A Payment Date”), the Company shall begin to make such payments as described in Sections 8 or reimbursement9, or portion thereofprovided that any amounts that would have been payable earlier but for the application of this Section 19, shall be delayed until paid in lump-sum on the 409A Payment Date along with accrued interest at the rate of interest announced by Bank of America, Arizona from time to time as its prime rate from the date that is the earlier payments to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due you should have been made under this Section 13 Agreement. The balance of such payments shall be payable in accordance with their original payment scheduleregular payroll timing and the COBRA premiums shall be reimbursed monthly. By: /s/ Xxxxx Xxxxxxx For purposes of this provision, the term Specified Employee shall have the meaning set forth in Code Section 409A(2)(B)(i) or any successor provision and the treasury regulations and rulings issued hereunder. We look forward to working with you to fully enable your and our shareholders’ mutual success. Sincerely, /s/ Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxx Xxxxxxx, Xxxxxx Chief Executive Officer Xxxxxxx X. XxxxxxxAccepted by: /s/ Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxxx Date of Acceptance: January 16, VP of Global Sales2007

Code Section 409A. This All severance payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the severance pay Department of Treasury regulations and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable theretoguidance promulgated thereunder. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden contrary in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and subject to Employee’s compliance with Section 2(f), any amount payable under Section 2(d) that is deemed deferred compensation subject to Section 409A of the Code shall be paid on the sixtieth (60th) day following Employee’s “separation from service.” Notwithstanding any provision to the contrary in this Agreement, if Employee is deemed by the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive at the time of Employee’s separation from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed service to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service “specified employee” for purposes of Code Section 409A401A(a)(2)(B)(i), and Executive to the extent delayed commencement of any portion of the benefits to which Employee is determined entitled under this Agreement is required in order to be avoid a "specified employee" prohibited distribution under Code Section 409A409A(a)(2)(B)(i), then any such payment or reimbursement, or portion thereof, of Employee’s benefits shall not be delayed until the date that is provided to Employee prior to the earlier to occur of (i) Executive's death the expiration of the six-month period measured from the date of Employee’s “separation of service” with the Company or (ii) the date that is six months and one of Employee’s death. Upon the first business day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, the all payments delayed deferred pursuant to this Section 13 4(b) shall be paid to Executive in a lump sumsum to Employee, and any remaining payments due under this Section 13 the Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. It is intended that none of the severance payments and benefits to be provided hereunder will be subject to Section 409A of the Code and any ambiguities herein will be interpreted to be so exempt or, if not so exempt, to comply with Section 409A of the Code. Employee and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A of the Code. Notwithstanding anything to the contrary contained herein, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Code Section 409A a delay in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Code Section 409A(a)(4)(C). Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with their original payment scheduleTreasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Employee’s taxable year following the taxable year in which Employee incurred the expenses. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxThe amount of expenses reimbursed or in-kind benefits payable during any taxable year of Employee shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesand Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement and Notwithstanding any provision to the severance pay and other benefits provided hereunder contrary in the Agreement, if you are intended deemed by the Corporation at the time of your Separation from Service to qualify be a “specified employee” for an exemption from Code purposes of Section 409A409A(a)(2)(B)(i) of the Code, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding delayed commencement of any provision portion of the termination benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the contraryCode, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company such portion of your termination benefits shall not be required provided to assume any increased economic burden in connection therewith. Although the Company intends you prior to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (ia) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodsix-month period measured from the date of your Separation from Service with the Corporation or (b) the date of your death. Upon first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, the all payments delayed deferred pursuant to this Section 13 4.5 shall be paid to Executive in a lump sumsum to you, and any remaining payments due under this Section 13 the Agreement shall be paid as otherwise provided herein. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive the payments payable pursuant to this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each payment shall at all times be considered separate and distinct. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements shall be paid to you no later than December 31 of the year following the year in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxwhich the cost was incurred, Chief Executive Officer Xxxxxxx X. Xxxxxxxthe amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, VP of Global Salesand your right to reimbursement under the Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. This It is intended that this Agreement and the severance pay and other benefits provided Performance-Based Award granted hereunder are intended to qualify for an exemption will comply with or be exempt from Code Section 409A, provided, however, that if and this Agreement will be construed and interpreted in accordance with such intent. A termination of employment (or other service, as the severance pay and other benefits provided hereunder are case may be) shall not so exempt, they are intended be deemed to comply with Code Section 409A to the extent applicable thereto. Notwithstanding have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment (or other service, as the case may be) unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything herein to the contrary, this Agreement the following shall be interpreted apply, if and construed consistent with this intent, provided that to the Company shall not be extent required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of by Code Section 409A, in the Company does not represent or warrant event that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through ExecutiveA) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be you are deemed to be a deferral of compensation not exempt from “specified employee” within the provisions meaning of Code Section 409A 409A(a)(2)(B)(i) and would be considered (B) amounts or benefits under the Performance-Based Award or any other program, plan or arrangement of the Employer or a payment upon a controlled group affiliate thereof are due or payable on account of “separation from service for purposes service” within the meaning of Treasury Regulations Section 1.409A-1(h): No such payments that are “nonqualified deferred compensation” subject to Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, 409A shall be delayed until the date that is the earlier made prior to occur of (i) Executive's death or (ii) the date that is six (6) months and one day following after the date of separation from service or, if earlier, the Termination date of Executive's Employment death; following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum (without interest) on the "Delay Period")earliest permissible payment date. Upon Notwithstanding anything herein to the expiration contrary, to the extent that a Supplemental Bonus is (i) subject to Code Section 409A and (ii) a Change of Control would accelerate the timing of payment thereunder, the payment of such Supplemental Bonus shall not occur until the earliest of (I) the Change of Control if such Change of Control constitutes a “change in the ownership of the Delay Periodcorporation,” a “change in the effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Code Section 409A(2)(A)(v), (II) the payments delayed date such Supplemental Bonus would otherwise be settled pursuant to the terms of this Agreement and (III) your “separation of service” within the meaning of Code Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales409A.

Code Section 409A. This For purposes of Section 409A, each payment that is paid pursuant to this Agreement and is hereby designated as a separate payment. Further (i) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance pay and other or benefits to be paid or provided hereunder to Executive, if any, pursuant to this Agreement that are intended to qualify for be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an exemption “involuntary separation from Code service” within the meaning of Section 409A, providedand (iii) in the case of (i) and (ii), howeverany reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that if none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the severance pay and other benefits provided hereunder are not so exempt15th day of the 3rd month following the end of Executive’s tax year in which Executive’s termination occurs or, they are intended to comply with Code if later, the 15th day of the 3rd month following the end of the Company’s tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent applicable thereto. Notwithstanding permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any provision of this Agreement to the contrary, additional payments or benefits provided in connection with Executive’s termination under this Agreement shall be interpreted exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and construed consistent with this intentExecutive is, provided that at the Company shall time of Executive’s termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be required to assume any increased economic burden provided until the first regularly scheduled payroll date that occurs on or after the date six (6) months and one (1) day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in connection therewitha single lump sum, if applicable. Although Notwithstanding the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409Aforegoing, the Company does not represent or warrant makes no representations that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, payments and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, benefits provided under this Agreement would be deemed to be a deferral of compensation not are exempt from the provisions of Code from, or compliant with, Section 409A and would in no event shall the Company or any of its affiliates be considered a payment upon a separation from service liable for purposes all or any portion of Code any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales409A.

Code Section 409A. This Agreement and For purposes of Section 409A of the severance pay Code, the regulations and other guidance there under and any state law of similar effect (collectively "Section 409A"), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further (i) no severance or benefits to be paid or provided hereunder to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a "separation from service" within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to qualify for be exempt from Section 409A pursuant to Treasury Regulation Section l.409A-l{b)(9)(iii) will be paid or otherwise provided until Executive has bad an exemption "involuntary separation from Code service" within the meaning of Section 409A, providedand (iii) in the case of (i) and (ii), howeverany reference in this Agreement to "termination•·or "termination of employment" or any similar term shall be construed to mean a "separation from service" within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that if none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be-so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive's termination under this Agreement and provided on or before the severance pay and other benefits provided hereunder are not so exempt15th day of the 3rdmonth following the end of Executive's first tax year in which Executive's termination occurs or, they are intended to comply with Code if later, the 15th day of the 3rd month following the end of the Company's first tax year in which Executive's termination occurs, shall be exempt from Section 409A to the maximum extent applicable theretopermitted pursuant to Treasury Regulation Section l.409A-l(b)(4) and any additional payments or benefits provided in connection with Executive's termi11ation under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive's 2nd taxable year following the taxable year in which Executive's termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive's termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section l.409A-l(b)(4), Treasury Regulation Section l.409A-l{b)(9)(iii), or any other applicable exemption and Executive is, at the time of Executive's termination, a "specified employee," as defined in Treasury Regulation Section l.409A-I (i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six (6) months and one (1) day following Executive's termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive's death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision of this Agreement herein to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided to the extent that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent reimbursements or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or nonin-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, kind benefits under this Agreement would be deemed to be a deferral or otherwise constitute non- exempt "nonqualified deferred compensation" within the meaning of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of reimbursements and/or benefits (i) shall be made or provided promptly but no later than December 31st of the calendar year following the year in which the expense was incurred by Executive's death or , (ii) shall not in any way affect the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant OocuSign Envelope ID: AE44FA8A-DECF-41DD-ACE9-CD05A9F3BTTC expenses eligible for reimbursement or in-kind benefits to this Section 13 shall be paid to Executive provided in a lump sumany other calendar year, and any remaining payments due under this Section 13 (iii) shall not be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salessubject to liquidation or exchange for another benefit.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this the Agreement to the contrary, this the Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this the Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "“specified employee" ” under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's ’s death or (ii) the date that is six months and one day following the date of the Termination of Executive's ’s Employment (the "“Delay Period"”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are is intended to qualify for comply with Section 409A of the Internal Revenue Code, as amended (“Code Section 409A”), or an exemption from thereunder, and shall be construed and administered in accordance with Code Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. To the extent that any provision hereunder is ambiguous as to its compliance with Code Section 409A, provided, however, the provision shall be interpreted in a manner so that if no amount payable to Executive shall be subject to an “additional tax” within the meaning of Code Section 409A. Any payments under this Agreement and the severance that may be excluded from Code Section 409A either as separation pay and other benefits provided hereunder are not so exempt, they are intended due to comply with an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent applicable theretopossible. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for For purposes of Code Section 409A, each installment payment, if any, provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a Separation from Service under Code Section 409A. Notwithstanding the foregoing, Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A, and in no event shall Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Code Section 409A. Notwithstanding anything herein to the contrary (but giving effect to the foregoing sentence), (i) if, on the Final Effective Date, Executive is determined to be a "“specified employee" ” as defined in Code Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder or otherwise by Company as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then Company will defer the commencement of the payment of any such payment payments or reimbursement, benefits hereunder or portion thereof, shall be delayed otherwise (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is the earlier to occur first business day of the seventh month following the Separation from Service (ior the earliest date as is permitted under Code Section 409A) Executive's death or and interest shall be payable thereon at one hundred percent (100%) of the applicable federal rate, and (ii) if any other payments of money or other benefits due to Executive hereunder or otherwise could cause the date that is six months and one day following the date application of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodan accelerated or additional tax under Code Section 409A, the such payments delayed pursuant to this Section 13 or other benefits shall be paid deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to Executive the extent possible, in a lump summanner, determined by Company, that preserves the economic benefit and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesintent thereof but does not cause such an accelerated or additional tax.

Code Section 409A. This Agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed and administered in accordance with Section 409A. None of the severance pay and other benefits provided hereunder amounts paid pursuant to this Agreement are intended to qualify constitute or provide for an exemption a deferral of compensation that is subject to Section 409A. To the extent that the Committee (as defined below) determines that the Retention Bonus is not exempt from Code Section 409A, provided, however, that if the Committee may (but shall not be required to) amend this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are in a manner intended to comply with Code the requirements of Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Retention Bonus from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Retention Bonus, or (b) comply with the requirements of Section 409A. To the extent applicable thereto. applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A. Notwithstanding any provision of anything in this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided to the extent that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not benefit hereunder constitutes non-exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service “nonqualified deferred compensation” for purposes of Code Section 409A, and Executive such payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, (i) all references to your termination of employment shall be construed to mean a “Separation from Service” (as that term is determined used in Section 409A), (ii) you will not be considered to have a termination of employment unless such termination constitutes a “Separation from Service” for purposes of Section 409A, (iii) if you are deemed at the time of your separation from service to be a "“specified employee" ” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which you may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Code Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then any such payment or reimbursement, or portion thereof, of such payments and benefits shall not be delayed until the date that is provided to you prior to the earlier to occur of (ix) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodsix (6)-month period measured from the date of your “Separation from Service” or (y) the date of your death; provided that upon the earlier of such dates, the all payments delayed and benefits deferred pursuant to this Section 13 clause (iii) shall be paid to Executive in a lump sumsum to you, and any remaining payments and benefits due under this Section 13 hereunder shall be payable provided as otherwise specified herein; (iv) the determination of whether the you are a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of your separation from service shall be made by the Company in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP the terms of Global SalesSection 409A (including Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto).

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are It is intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay payments and other benefits amounts provided hereunder are not so exempt, they are intended to comply with Code constitute short-term deferrals as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder as in effect from time to time (“Section 409A”), and all provisions of the Agreement shall be construed and interpreted in a manner consistent with the requirements for satisfying short-term deferral treatment under Section 409A (or otherwise complying with Section 409A if not a short-term deferral). Accordingly, the Agreement shall be administered and interpreted so as to avoid a “plan failure” with the meaning of Section 409A. Any payment to you that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each payment shall be considered to be a separate payment for purposes of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment that is subject to Section 409A and would otherwise be paid upon, and within six months after, your separation from service will instead be accrued without interest and, to the extent applicable theretorequired by Section 409A(a)(2)(B)(i), be paid (i) in the seventh month following your separation from service, or (ii) if earlier, within 30 calendar days after (or as soon as otherwise practicable following) the date of your death. If the period during which you have discretion to execute or revoke a release straddles two calendar years, Xxxx will make the payments that are conditioned upon the release no earlier than January 1st of the second of such calendar years, regardless of which taxable year you deliver the executed release. Notwithstanding any provision of this Agreement anything to the contrary, Xxxx will indemnify you for any additional taxes (including, without limitation, penalties and interest) incurred by you that (A) apply to Retention Bonus payments made to you pursuant to this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required which arise pursuant to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, or (B) apply to the Company does not represent Retention Bonus amounts as the result of a “plan failure” within the meaning of Section 409A, or warrant that this Agreement will comply with Code (C) because of a Section 409A failure with respect to the Retention Bonus amounts, apply pursuant to Section 409A on other amounts paid or any other provision of federaldue to you. Such indemnified amount will be (i) sufficient so that you retain, stateafter all applicable taxes, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, penalties and interest, or penalties Executive may owe as a result an amount equal to what you would have retained in the absence of compensation paid any failure under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) paid to you no later than the date that is six months and one last day of the calendar year following the date calendar year in which such taxes are paid. For the avoidance of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Perioddoubt, the payments delayed pursuant to this indemnified amount shall not include taxes that would otherwise apply absent a Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales409A failure.

Code Section 409A. This (i) To the extent that any of the terms and conditions contained herein which were modified by the First Amendment to the Agreement (the “Amendment”) constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A (and the severance pay and other benefits provided hereunder are intended guidance issued thereunder) (collectively referred to qualify for an exemption from herein as “Code Section 409A”)), provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A then to the extent applicable thereto. Notwithstanding any provision necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement, as amended by the Amendment, constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (ii) It is intended that the Agreement shall comply with the provisions of Section 409A and the Treasury regulations relating thereto so as not to subject Van to the payment of additional taxes and interest under Section 409A. In furtherance of this Agreement to the contraryintent, this Agreement shall be interpreted interpreted, operated and construed administered in a manner consistent with this intentthese intentions, provided and to the extent that the Company shall not be required any regulations or other guidance issued under Section 409A would result in Van being subject to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements payment of Code additional income taxes or interest under Section 409A, the Company does not represent parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or warrant that this Agreement will comply with Code interest under Section 409A or 409A. (iii) Notwithstanding any other provision of federalthe Agreement to the contrary if, stateas of the effective date of Van’s separation from service, localhe is a “Specified Employee,” then, or non-United States law. Neither only to the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes extent required pursuant to Code Section 409A. If any payment or reimbursement409A(a)(2)(B)(i), or portion thereof, payments due under this Agreement would be which are deemed to be deferred compensation shall be subject to a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a six (6) month delay following Van’s separation from service for service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and Executive all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh month following separation from service (or, if earlier, the date of Van’s death) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to Van in accordance with the payment schedule established herein. (iv) The term “Specified Employee” shall mean any person who holds a position with First Busey of senior vice president or higher and has compensation greater than that stated in Code Section 416(i)(1)(A)(i). The determination of whether Van is a Specified Employee will be based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Van is determined to be a "specified employee" Specified Employee during the identification period he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1st following the close of such identification period. For purposes of determining whether Van is a Specified Employee under Code Section 409A416(i), then any such payment or reimbursement, or portion thereof, compensation shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date mean Van’s W-2 compensation as reported by First Busey for a particular calendar year.” All other provisions of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesAgreement remain as written.

Code Section 409A. This The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the severance regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay and other benefits provided hereunder are intended to qualify for an exemption from plans under Xxxxx. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A, provided, however, that if 409A is applicable to this Agreement and the severance pay benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other benefits provided hereunder are not so exempt, they are intended to comply with limitations and restrictions imposed under Code Section 409A to 409A. Without limiting the extent applicable thereto. Notwithstanding generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe treated as a result separate payment and the right to a series of compensation paid installment payments under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursementincluding, or portion thereofwithout limitation, under this Agreement would Sections 4(c) and (d), shall be deemed treated as a right to be a deferral series of compensation not exempt from separate payments. In addition, if Executive is a “specified employee” within the provisions meaning of Code Section 409A and would be considered a payment upon a at the time of Executive’s separation from service for purposes service, then to the extent necessary to avoid subjecting Executive to the imposition of Code Section 409A, and Executive is determined to be a "specified employee" any additional tax under Code Section 409A, then any amounts that would otherwise be payable under this Agreement during the six- month period immediately following Executive’s “separation from service” shall not be paid to Executive during such payment or reimbursementperiod, or portion thereof, but shall instead be delayed until accumulated and paid to Executive in a lump sum on the date that is first business day after the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following Executive’s separation from service. Notwithstanding the date foregoing, no provision of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 Agreement shall be paid interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive in a lump sum, and or any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP other individual to the Company or any of Global Salesits Affiliates

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federalxxxxxxxxx xx xxxxxxx, statexxxxx, localxxxxx, or nonxx xxx-United States Xxxxxx Xxxxxx law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 14 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 14 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales.

Code Section 409A. This Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to, or in connection with, this Agreement that is considered to be deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be provided and paid in a manner, and at such time, as complies with the severance pay applicable requirements of Section 409A of the Code. It is 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 other 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 which is payable as a 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 required by Section 409A(a)(2)(B)(i) of the Code (the "409A Deferral Period"). The payments that would otherwise have been 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 qualify be exempt from the definition of “deferred compensation” for an exemption from purposes of Section 409A of the Code Section 409Aand therefore, providednot subject to delay during the 409A Deferral Period. Notwithstanding the foregoing, howeverneither the COMPANIES, that nor any of their affiliates, nor any of their officers, directors, employees or representatives shall be liable to WELSH if this Agreement and the severance pay and other any payments or benefits provided hereunder are not so exemptconsidered deferred compensation or for any interest, they are intended to comply taxes or penalties resulting from non-compliance with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesCode.

Code Section 409A. This Agreement and a) Notwithstanding the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409Aforegoing, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees”, any payment on account of the Executive’s separation from service that would otherwise be due hereunder and which is subject to the requirements of Code Section 409A that is payable within six (6) months after such separation shall nonetheless be delayed until the first business day of the seventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, plus interest on any delayed payments at the extent applicable theretoprime rate of interest published in the Wall Street Journal effective as of the date of termination. Notwithstanding any provision of this Agreement anything contained herein to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company Executive shall not be required considered to assume any increased economic burden in connection therewith. Although have terminated employment with the Company intends for purposes of his/her voluntary termination (with or without Good Reason) or his/her termination by the Company without Cause unless he would be considered to administer this have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). b) This Agreement so that it will is intended to be exempt from or comply with the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming read in such a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have manner so that no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, payments due under this Agreement would shall be deemed subject to be a deferral an “additional tax” as defined in Section 409A(a)(1)(B) of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for Code. For purposes of Code Section 409A, and Executive is determined to each payment made under this Agreement shall be treated as a "specified employee" separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of payment. c) All reimbursements provided under Code this Agreement shall be made or provided in accordance with the requirements of Section 409A, then any such payment or reimbursementincluding, or portion thereofwhere applicable, shall be delayed until the date requirement that is the earlier to occur of (i) any reimbursement is for expenses incurred during the Executive's death ’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the date that is six months and one amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the date of year in which the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sumexpense is incurred, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales(iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A 21.9.2.1 Notwithstanding anything else to the extent applicable thereto. Notwithstanding any provision of this Agreement contrary herein, to the contrarymaximum extent permitted, this Agreement shall be interpreted and construed to be exempt from Code Section 409A or in compliance therewith, as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a lump sum upon the earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent that any regulations or guidance issued under Code Section 409A (after application of the previous provision of this intentparagraph) would result in the Executive being subject to the payment of interest or any additional tax under Code Section 409A, the Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Code Section 409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be required to assume substitute a cash payment for any increased economic burden in connection therewith. Although the Company intends non-cash benefit herein. 21.9.2.2 A termination of employment shall not be deemed to administer have occurred for purposes of any provision of this Agreement so providing for the payment of Xxxxxx Medical Technology, Inc. Employment Agreement — Xxxxxx X. Xxxxxxxxx Page 23 any amounts or benefits that it will comply with are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the requirements meaning of Code Section 409A and the payment thereof prior to a “separation from service” would violate Code Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 21.9.2.3 For purposes of Code Section 409A, the Company does not represent or warrant that Executive’s right to receive any installment payments pursuant to this Agreement will comply shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 21.9.2.4 With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. 21.9.2.5 If the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A or any other provision payable on account of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a “separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any service,” such payment or reimbursement, or portion thereof, benefit shall be delayed until made or provided on the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one first business day following the date which is the earlier of (A) the expiration of the Termination six (6)-month period measured from the date of such “separation from service” of the Executive's Employment , and (B) the date of the Executive’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, the all payments and benefits delayed pursuant to this Section 13 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sumsum on the first business day following the Delay Period, and any remaining payments and benefits due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesdates specified for them herein.

Code Section 409A. This All separation payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the severance pay Department of Treasury regulations and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable theretoguidance promulgated thereunder. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden contrary in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and if EMPLOYEE is deemed by CUBIC at the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive time of EMPLOYEE’s separation from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed service to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service “specified employee” for purposes of Code Section 409A401A(a)(2)(B)(i), and Executive to the extent delayed commencement of any portion of the benefits to which EMPLOYEE is determined entitled under this Agreement is required in order to be avoid a "specified employee" prohibited distribution under Code Section 409A409A(a)(2)(B)(i), then any such payment or reimbursement, or portion thereof, of EMPLOYEE’S benefits shall not be delayed until the date that is provided to EMPLOYEE prior to the earlier to occur of (i) Executive's death the expiration of the six-month period measured from the date of EMPLOYEE’S “separation of service” with CUBIC or (ii) the date that is six months and one of EMPLOYEE’S death. Upon the first business day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, the all payments delayed deferred pursuant to this Section 13 25 shall be paid to Executive in a lump sumsum to EMPLOYEE, and any remaining payments due under this Section 13 Agreement shall be payable paid as otherwise provided herein. To the extent applicable, this Agreement shall be interpreted in accordance with their original payment schedulethe applicable exemptions from Section 409A of the Code. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxTo the extent that any provision of the Agreement is ambiguous as to its compliance with Section 409A of the Code, Chief Executive Officer Xxxxxxx X. Xxxxxxxthe provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of EMPLOYEE’S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE’S will not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE’S, VP of Global Salesand EMPLOYEE’S right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit

Code Section 409A. This To the extent applicable to Employee, this Agreement and the severance pay and all payments, distributions or other benefits provided hereunder are intended to qualify for shall comply and be administered in accordance with the requirements of, or an exemption from Code or exclusion to, Section 409A and the Treasury Regulations promulgated thereunder, as well as any applicable equivalent State law. To the extent any provision or term of this Agreement is ambiguous as to its compliance in this respect, such provision or term and all payments hereunder shall be interpreted to comply with the requirements of, or an exemption or exclusion to, Section 409A, providedas well as any applicable equivalent State law. For the avoidance of doubt, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding notwithstanding any provision of this Agreement to the contrary, if Employee is a “specified employee” (as defined in Treasury Regulations Section 1.409A-1(i)), then, to the extent required under Treasure Regulation Section 1.409A-3(i)(2), any payments that constitute a “nonqualified deferral of compensation” that become due upon the Participant’s “Separation from Service” (other than due to the Employee’s death) and that would have been made under the terms of the Plan within the six-month period commencing on the Employee’s Separation from Service shall be delayed and instead be made as soon as practicable after the earlier of the end of such six-month period or Employee’s death. For purposes of this Section 7.p, the terms “specified employee”, and “nonqualified deferral of compensation” have the meanings given to them under Section 409A. Any provision that would cause this Agreement or a payment, distribution, or other benefit hereunder to fail to comply with the requirements of, or an exemption or exclusion to, Section 409A, as well as any applicable equivalent State law, shall have no force or effect and the Parties agree that, to the extent an amendment would be effective, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required amended to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code of, or an exemption or exclusion to, Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or as well as any other provision of federal, state, local, or non-United States applicable equivalent State law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers Such amendment shall be liable retroactive to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result the extent permitted by law. For purposes of compensation paid under this Agreement, Employee shall not be deemed to have terminated employment unless and until a Separation from Service within the Company meaning of Treasury Regulations Section 1.409A-1(h) has occurred. Each payment under Section 6.g and its subsidiaries 6.h of this Agreement shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code be treated as a separate payment for purposes of Section 409A. If any payment or reimbursement, or portion thereof, Any expense reimbursements required to be made under this Agreement would shall be deemed made not later than December 31st of the year following the year in which Employee incurs the expense; provided that in no event shall the amount of expenses eligible for payment or reimbursement by the Company in one calendar year affect the amount of expenses to be a deferral of compensation paid or reimbursed in any other calendar year. The Executive’s right to expense reimbursement shall not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service subject to liquidation or exchange for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesanother benefit.

Code Section 409A. This It is the intent of the Award Agreement that the Award Agreement and the severance pay all payments and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409Abe exempt from, providedor comply with, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A so that none of the Restricted Stock Units provided under the Award Agreement or any other provision of federal, state, local, or non-United States law. Neither Shares issuable thereunder will be subject to the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid additional tax imposed under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under the Award Agreement is intended to constitute a separate payment for purposes of Section 409A (including U.S. Treasury Regulation Section 1.409A-2(b)(2)). For purposes of this Award Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Award Agreement in connection with Participant’s termination of employment constitute deferred compensation subject to Section 409A, and Participant is deemed at the time of such termination of employment to be a "“specified employee" ” under Code Section 409A, then any such payment shall not be made or reimbursement, or portion thereof, shall be delayed commence until the date that is the earlier to occur of (i) Executive's death the expiration of the six-month period measured from Participant’s separation from service from the Company or (ii) the date of Participant’s death following such a separation from service; provided, however, that is six months and one day following such deferral shall only be effected to the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodextent required to avoid adverse tax treatment to Participant including, without limitation, the payments delayed additional tax for which Participant would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment under this Award Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Each separate payment pursuant to this Award Agreement is intended to constitute a separate payment for purposes of Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP 1.409A-2(b)(2) of Global Salesthe Treasury Regulations.

Code Section 409A. This Agreement and It is intended that all of the severance pay and other benefits provided hereunder are intended payments satisfy, to qualify for an exemption the greatest extent possible, the exemptions from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent applicable theretopossible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden contrary in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and if the Employee is deemed by the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive at the time of separation from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed service to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 19(c) will be paid in a lump sum to the Employee, and Executive is determined any remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a "specified employee" manner that avoids the inclusion of compensation in income under Code Section 409A, then any such or the payment of increased taxes, excise taxes or reimbursement, or portion thereof, shall other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this in compliance with Code Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales409A.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement anything herein to the contrary, any benefits and payments provided under this Agreement, under any of the Retirement Plans, under any of the Equity Awards, or under the Cash Incentive Award Agreement referred to in Section 10 above that are payable or provided to Employee in connection with a termination of employment that constitute non-qualified deferred compensation within the meaning of Code Section 409A shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”). For the avoidance of doubt, it is intended that payments under Section 15 and the other payments referred in this Section 14 comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted this Agreement shall be interpreted and construed consistent in accordance with this such intent, provided . If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of term under Code Section 409A409A(a)(2)(B), the Company does not represent or warrant then with regard to any payment that this Agreement will comply with is considered non-qualified deferred compensation under Code Section 409A or any other provision payable on account of federala Separation from Service, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, benefit shall be delayed until made or provided at the date that which is the earlier to occur of of: (i) Executive's death or (ii) the date that is six months and one day following after Employee’s Separation from Service or (ii) the date of the Termination of Executive's Employment (the "Employee’s death that occurs after Employee’s Separation from Service(the “Delay Period"”). Upon the expiration of the Delay Period, the all payments and benefits delayed pursuant to this Section 13 14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive Employee in a lump sumsum on the first business day following the end of the Delay Period, and any remaining payments and benefits due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment scheduledates specified for such payment or benefit. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxFor purposes of Code Section 409A, Chief Executive Officer Xxxxxxx X. XxxxxxxEmployee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, VP directly or indirectly, designate the calendar year of Global Salesany payment that is considered nonqualified deferred compensation. This Section 14 shall be administered, construed and interpreted in a manner consistent with the requirements of Code Section 409A. The reference to any payment in this Section 14 shall not imply any characterization of such payment for purposes of Code Section 409A.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Separation Agreement to the contrary, this Separation Agreement shall will be interpreted and construed consistent with this intentconstrued, provided that the Company shall not be required administered or deemed amended as necessary to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A, 409A(a)(1) to the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant extent subject to Code Section 409A. If any payment or reimbursementHowever, under no circumstances shall the Company, Western Union, or portion thereoftheir subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Separation Agreement, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Separation Agreement would are intended to be exempt from Code Section 409A to the maximum extent possible, first, to the extent such payments are scheduled to be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for this purpose each payment shall be considered a separate payment such that the determination of whether a payment qualifies as a short-term deferral shall be made without regard to whether other payments so qualify and the determination of whether a payment qualifies under the separation pay exemption shall be made without regard to any payments which qualify as short-term deferrals. To the extent any amounts under this Separation Agreement are payable by reference to Executive’s “termination of employment,” such term shall be deemed to be a deferral of compensation not exempt refer to Executive’s “separation from service,” within the provisions meaning of Code Section 409A. Notwithstanding any other provision in this Separation Agreement, if Executive is a “specified employee,” as defined in Section 409A and would be considered a payment upon a of the Code, as of the date of Executive’s separation from service for purposes service, then to the extent any amount payable under this Separation Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and Executive is determined (iii) under the terms of this Separation Agreement would be payable prior to be a "specified employee" under Code Section 409Athe six-month anniversary of Executive’s separation from service, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (ia) Executive's death the six-month anniversary of the separation from service or (iib) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Sales’s death.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the severance pay regulations and other benefits provided hereunder are intended to qualify for an exemption from guidance promulgated thereunder (collectively “Code Section 409A”) and, providedaccordingly, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the maximum extent applicable thereto. Notwithstanding any provision of this Agreement to the contrarypermitted, this Agreement shall be interpreted and construed consistent with this intent, provided that to be either exempt from or in compliance therewith. In no event whatsoever shall the Company shall not or Employer be required to assume liable for any increased economic burden in connection therewith. Although additional tax, interest or penalty that may be imposed on the Company intends to administer this Agreement so that it will comply with the requirements of Executive by Code Section 409A, the Company does not represent 409A or warrant that this Agreement will damages for failing to comply with Code Section 409A or 409A. Notwithstanding any other provision payment schedule provided herein to the contrary, if the Executive is deemed on the date of federaltermination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), state, local, or non-United States law. Neither then any payment under Section 5 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive date which is the earlier of (or any other individual claiming a benefit through A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and (B) the Company and its subsidiaries shall have no obligation date of Executive’s death (the “Delay Period”) to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to extent required under Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the all payments delayed pursuant to this Section 13 5(e) shall be paid to the Executive in a lump sum, and any all remaining payments due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment scheduledates specified for them herein. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxA termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from the Company and Employer within the meaning of Code Section 409A and, Chief Executive Officer Xxxxxxx X. Xxxxxxxfor purposes of any such provision of this Agreement, VP references to a “termination,” “termination of Global Salesemployment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the Participant's termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant's death, or (ii) six (6) months and one (1) day following the Participant's termination of employment (the “Delay Period”). For purposes of applying the provisions of Section 409A, each group of __% of the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter under Section 2(a) shall be treated as a separate payment. For purposes of this Agreement, to the extent the Restricted Stock Units (or applicable portion thereof) are subject to the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Restricted Stock Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the terms of this Agreement shall be construed to preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the requirements of Section 409A, this Agreement shall be interpreted and construed consistent administered in accordance with this intent, provided the intent that the Company shall Participant not be required subject to assume any increased economic burden in connection therewith. Although tax under Section 409A. Neither the Company intends to administer this Agreement so that it will comply with the requirements nor any of Code Section 409Aits Subsidiaries, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive any Participant (or any other individual claiming a benefit through Executivethe Participant) for any tax, interest, or penalties Executive may the Participant might owe as a result of compensation paid under this Agreementparticipation in the Plan, and the Company and its subsidiaries Subsidiaries shall have no obligation to indemnify or otherwise protect Executive the Participant from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesunless otherwise specified.

Code Section 409A. This Certain compensation and benefits payable under this Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other official guidance thereunder (“Code Section 409A”), provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they compensation and payments are intended to comply with Code Section 409A 409A. The provisions of this Agreement shall be construed and interpreted in a manner that compensation and benefits are either exempt from or compliant with the application of Code Section 409A, and which does not result in additional tax or interest to the extent applicable thereto. Executive under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intentif upon Executive’s termination of employment Executive is a specified employee, provided that the Company shall not be required to assume any increased economic burden as defined in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement409A(a)(2)(B), and if any portion of the Company and its subsidiaries shall have no obligation to indemnify payments or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed benefits to be a deferral of compensation not exempt received by Executive upon separation from the provisions of Code Section 409A and service would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" deferred compensation under Code Section 409A, then any such payment or reimbursement, or portion thereof, payments shall be delayed until the date that is the earlier to occur earliest of (i) Executive's death or (iia) the date that is at least six months and one day following after Executive terminates employment for reasons other than Executive’s death, (b) the date of the Termination of Executive's Employment ’s death, or (the "Delay Period"). Upon c) any earlier specified date that does not result in additional tax or interest to Executive under Code Section 409A. As soon as practicable after the expiration of the Delay Periodsuch period, the entire amount of the delayed payments delayed pursuant to this Section 13 shall be paid to Executive in a single lump sum. For purposes of this Agreement, references to a termination of employment shall be construed consistently with the definition of a “separation from service” under Code Section 409A. With respect to any taxable reimbursements or in-kind benefits provided for under this Agreement or otherwise payable to Executive, the Company (a) shall make all such reimbursements no later than Executive’s taxable year following the taxable year in which the expense was incurred, (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for other benefits. If the 60-day period during which Executive must execute and not revoke a General Release and Separation Agreement following his termination date in order to receive any remaining payment or benefits hereunder begins in one calendar year and ends in a second calendar year, then any payments due or benefits that would otherwise occur during the first calendar year will be delayed and paid in a lump-sum during the portion of the 60-day period that falls within the second calendar year. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP 1.409A-2(b)(2) of Global Salesthe Treasury Regulations.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A 17.8.2.1. Notwithstanding anything else to the extent applicable thereto. Notwithstanding any provision of this Agreement contrary herein, to the contrarymaximum extent permitted, this Agreement shall be interpreted and construed to be exempt from Code Section 409A or in compliance therewith, as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a lump sum upon the earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent that any regulations or guidance issued under Code Section 409A (after application of the previous provision of this intentparagraph) would result in the Executive being subject to the payment of interest or any additional tax under Code Section 409A, the Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Code Section 409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be required to assume substitute a cash payment for any increased economic burden in connection therewithnon-cash benefit herein. 17.8.2.2. Although the Company intends A termination of employment shall not be deemed to administer have occurred for purposes of any provision of this Agreement so providing for the payment of any amounts or benefits that it will comply with are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the requirements meaning of Code Section 409A and the payment thereof prior to a “separation from service” would violate Code Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 17.8.2.3. For purposes of Code Section 409A, the Company does not represent or warrant that Executive’s right to receive any installment payments pursuant to this Agreement will comply shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with Xxxxxx Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL Page 18 DO NOT COPY reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 17.8.2.4. With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. 17.8.2.5. If the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A or any other provision payable on account of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a “separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any service,” such payment or reimbursement, or portion thereof, benefit shall be delayed until made or provided on the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one first business day following the date which is the earlier of (A) the expiration of the Termination six (6)-month period measured from the date of such “separation from service” of the Executive's Employment , and (B) the date of the Executive’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, the all payments and benefits delayed pursuant to this Section 13 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sumsum on the first business day following the Delay Period, and any remaining payments and benefits due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesdates specified for them herein.

Code Section 409A. This Agreement Although the Employers do not guarantee to the Executive any particular tax treatment relating to the payments and the severance pay benefits under this Agreement, it is intended that such payments and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409Abe exempt from, providedor comply with, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to of the extent applicable theretoCode. Notwithstanding any provision The terms of this Agreement when subject to the contrary, this Agreement more than one interpretation shall always be interpreted and construed consistent with this intent, provided in a manner that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply complies with the requirements of Code Section 409A409A and the formal guidance issued thereunder. Notwithstanding anything to the contrary, in the Company does not represent or warrant event that the Board of Directors of the Bank and the Corporation determine, after a review of Section 409A of the Code and all applicable IRS guidance, that this Agreement will should be amended to comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive Code then the Employers may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under amend this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code make any changes required to comply with Section 409A of the Code. With regard to any provision herein that provides for reimbursement of costs and would be considered a payment upon a separation from service for purposes of expenses or in-kind benefits, except as permitted by Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the date amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. If the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six months (6)-month period measured from the date of such “separation from service” of the Executive, and one day following (B) the date of the Termination of Executive's Employment ’s death (the "“Delay Period"”). Upon the expiration of the Delay Period, the all payments and benefits delayed pursuant to this Section 13 Paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), shall be paid or reimbursed to the Executive in a lump sum, sum and any remaining payments and benefits due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesdates specified for them herein.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements For purposes of Code Section 409A, the Company does not represent or warrant regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each distribution that is made pursuant to this Agreement will is hereby designated as a separate payment. The Participant and the Company intend that all distributions made or to be made under this Agreement comply with Code with, or are exempt from, the requirements of Section 409A so that none of the distributions will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Specifically, any distribution made in connection with the Participant’s Termination and paid on or before the 15th day of the 3rd month following the end of the Calendar year in which the Participant’s Termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s tax year in which the Participant’s Termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional distribution made in connection with the Participant’s Termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be paid no later than the last day of the Participant’s 2nd taxable year following the taxable year in which the Participant’s Termination occurs). Notwithstanding the foregoing, if any of the distributions provided in connection with the Participant’s Termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, applicable exemption and the Company and its subsidiaries shall Participant is, at the time of the Participant’s Termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such distribution will not be made until the first regularly scheduled payroll date of the 7th month after the Participant’s Termination and, on such date (or, if earlier, the date of the Participant’s death), the Participant will receive all distributions that would have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, been made during such period in a single distribution. Any remaining distributions due under this Agreement would shall be deemed to be made as otherwise provided herein. The determination of whether the Participant is a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service “specified employee” for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i409A(a)(2)(B)(i) Executive's death or (ii) the date that is six months and one day following the date as of the time of such Termination of Executive's Employment (shall made by the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable Committee in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP the terms of Global SalesSection 409A.

Code Section 409A. This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that (i) if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A of the contraryCode or any regulations or Treasury guidance promulgated thereunder, this Agreement shall be interpreted and construed consistent the Company shall, after consulting with this intentyou, provided reform such provision to comply with Section 409A of the Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision without violating the provisions of Section 409A of the Code, (ii) Notwithstanding any provision to the contrary in this Agreement, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and the Company is a public company, then the payments specified as being subject to this Section 11 (b)(ii) shall not be required made or provided (subject to assume any increased economic burden in connection therewith. Although the Company intends last sentence hereof) prior to administer this Agreement so that it will comply with the requirements earlier of Code Section 409A, (A) the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision expiration of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive six month period measured from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral date of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a your “separation from service for purposes of Code Section 409A, and Executive service” (as such term is determined to be a "specified employee" defined in Treasury Regulations issued under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (iiB) the date that is six months and one day following the date of the Termination of Executive's Employment your death (the "“Delay Period"”). Upon the expiration of the Delay Period, the all payments and benefits delayed pursuant to this Section 13 11 (b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive you in a lump sum, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 13 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) (a) All expenses or other reimbursements as provided herein shall be payable in accordance with their original the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were (v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxunder this Agreement specifies a payment period with reference to a number of days (e.g., Chief Executive Officer Xxxxxxx X. Xxxxxxx“payment shall be made within thirty (30) days following the date of termination”), VP the actual date of Global Salespayment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. This The Performance Stock Unit Award and payments made pursuant to this Agreement and the severance pay and other benefits provided hereunder Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Performance Stock Units granted to the Participant qualify for an exemption from or comply with Code Section 409A, ; provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to Company makes no representations that the Performance Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the extent applicable theretoPerformance Stock Units. Notwithstanding any provision of Nothing in this Agreement or the Plan shall provide a basis for any person to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that take action against the Company shall not be required to assume or any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of affiliate based on matters covered by Code Section 409A, including the Company does not represent tax treatment of any amount paid or warrant that this Agreement will comply with Code Section 409A payable or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid Award made under this Agreement, and neither the Company and nor any of its subsidiaries affiliates shall under any circumstances have no obligation any liability to indemnify any Participant or otherwise protect Executive from the obligation to pay his or her estate or any taxes pursuant to other party for any taxes, penalties or interest imposed under Code Section 409A. If 409A for any payment amounts paid or reimbursement, or portion thereof, payable under this Agreement would be Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be a deferral of deferred compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of subject to, Code Section 409A, and Executive if the Participant is determined to be a "specified employee" under “Specified Employee” (within the meaning set forth Code Section 409A409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any such payment or reimbursement, or portion thereof, shall shares that would otherwise be delayed until made upon the date that of the separation from service or within the first 3 Could be Threshold or Target (if there is no Threshold level). six months thereafter will not be made on the earlier to occur of (i) Executive's death or (ii) originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day following after the date of the Termination of Executive's Employment (separation from service, with the "Delay Period"). Upon the expiration balance of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable shares issued thereafter in accordance with their the original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxvesting and issuance schedule set forth in this Agreement, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP but if and only if such delay in the issuance of Global Salesthe shares is necessary to avoid the imposition of taxation under Code Section 409A.

Code Section 409A. This Agreement Payments made pursuant to this Plan and the severance pay and other benefits provided hereunder Agreement are intended to qualify for an exemption from Code or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A, ; provided, however, that if the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its Eligible Subsidiaries shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the severance pay Participant shall have no recourse against the Company or any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and other benefits otherwise payable to or provided hereunder are not so exemptto the Participant under this Agreement. For purposes of Section 409A, they are intended to comply with Code each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent applicable thereto. Notwithstanding any provision possible under (i) the “short-term deferral” exemption of this Agreement Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that second calendar year following the Company shall not be required to assume any increased economic burden in connection therewith. Although calendar year containing the Company intends to administer this Agreement so that it will comply with the requirements Participant’s “separation from service” (as defined for purposes of Code Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), the Company does not represent or warrant that which are hereby incorporated by reference. For purposes of making a payment under this Agreement will comply with Code Section 409A or Agreement, if any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe amount is payable as a result of compensation paid under this Agreementa Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its subsidiaries shall have no obligation Subsidiaries) as of his or her separation from service, to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If extent any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and such payment is payable by reason of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code service, then to the extent required by Section 409A, and Executive is determined to no payments due under this Agreement may be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed made until the date that is the earlier to occur of of: (i) Executive's death the first day of the seventh month following the Participant’s separation from service, or (ii) the date that is six months and one day following the Participant’s date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Perioddeath; provided, the however, that any payments delayed pursuant to during this Section 13 six-month period shall be paid to Executive in the aggregate in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxwithout interest, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP on the first day of Global Salesthe seventh month following the Participant’s separation from service.

Code Section 409A. This The Company intends that the Performance Shares shall not constitute “deferred compensation” within the meaning of Section 409A of the Code and this Grant Agreement and shall be interpreted based on such intent. In view of uncertainty surrounding Section 409A of the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, providedCode, however, if the Company determines after the Grant Date that if an amendment to this Grant Agreement and is necessary or advisable so that the severance pay and other benefits provided hereunder are Performance Shares will not be subject to Section 409A of the Code, or alternatively so exempt, that they are intended to comply with Code Section 409A to of the extent applicable theretoCode, it may make such amendment, effective as of the Grant Date or at any later date, without the consent of the Holder. Notwithstanding any provision of anything in this Grant Agreement to the contrary, this Agreement to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Holder’s Termination of Employment, all references to the Holder’s Termination of Employment shall be interpreted construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a “Separation from Service” ), and construed consistent with this intent, provided that the Company Holder shall not be required considered to assume any increased economic burden have a Termination of Employment unless such termination constitutes a Separation from Service with respect to the Holder. Notwithstanding anything in connection therewith. Although this Grant Agreement to the contrary, if a Holder is deemed by the Company intends to administer this Agreement so that it will comply with at the requirements time of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive Holder’s Separation from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed Service to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service “specified employee” for purposes of Code Section 409A409A(a)(2)(B)(i) of the Code, and Executive to the extent delayed commencement of any portion of the benefits to which Holder is determined entitled under this Grant Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Holder’s benefits shall not be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed provided to Holder until the date that is the earlier to occur of (i) Executive's death the expiration of the six-month period measured from the date of the Holder’s Separation from Service or (ii) the date that is six months and one of the Holder’s death. Upon the first business day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, the all payments delayed deferred pursuant to this Section 13 the preceding sentence shall be paid to Executive or distributed in a lump sumsum to Holder (or to Holder’s estate or beneficiaries), and any remaining payments due to Holder under this Section 13 Grant Agreement shall be payable in accordance with their original paid or distributed as otherwise provided herein. A Holder’s right to receive any installment payments under this Grant Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesshall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Code Section 409A. This a. The Employment Letter as amended by this Second Amendment Agreement and the severance pay and other benefits provided hereunder are is intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A409A. Accordingly, the Company does not represent or warrant that this Agreement will all provisions herein shall be construed and interpreted to comply with Code Section 409A or and if necessary, any other such provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable deemed amended to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of comply with Code Section 409A and would be considered a payment upon a separation from service for purposes of Code the regulations thereunder. b. Notwithstanding any provision to the contrary in this Second Amendment Agreement, no Severance Benefits to which you otherwise become entitled under Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, 7.D. shall be delayed until the date that is made or provided to you prior to the earlier to occur of (i) Executive's death the expiration of the 6–month period measured from the date of your Separation from Service or (ii) the date that of your death, if you are deemed, pursuant to procedures established by the Compensation Committee of PWI’s Board in accordance with the applicable standards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all non–qualified deferred compensation plans subject to Code Section 409A, to be a “specified employee” at the time of such Separation from Service and such delayed commencement is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the Delay Periodapplicable Code Section 409A(a)(2) deferral period, all Severance Benefits that otherwise would have been payable or reimbursed to you during the payments delayed pursuant to this Section 13 deferral period shall be paid or reimbursed to Executive you in a lump sum, and any remaining payments Severance Benefits due under this to you pursuant to Section 13 7.D. shall be payable paid or provided in accordance with their original payment scheduleSection 7.D.1. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxThe specified employees subject to such a delayed commencement date shall be identified on December 31 of each calendar year. If you are so identified on any such December 31, Chief Executive Officer Xxxxxxx X. Xxxxxxxyou shall have specified employee status for the 12–month period beginning on April 1 of the following calendar year. c. Unless required by Code Section 409A, VP the 6–month holdback set forth in Section 7.D.4.b. above shall not be applicable to (i) any Severance Benefits under Sections 7.D.1. that qualify as Short–Term Deferral Payments and (ii) any remaining portion of Global Salessuch Severance Payments paid after your Separation from Service to the extent (A) that the dollar amount of those payments does not exceed two times the lesser of (x) your annualized compensation (based on your annual rate of pay for the calendar year preceding the calendar year of your Separation from Service, adjusted to reflect any increase during that calendar year which was expected to continue indefinitely had your Separation from Service not occurred) or (y) the maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which you had a Separation from Service, and (B) such Severance Payments are to be made to you no later than the last day of the second calendar year following the calendar year in which the Separation from Service occurs.”

Code Section 409A. This For purposes of Section 409A, each payment that is paid pursuant to this Agreement and is hereby designated as a separate payment. Further, (i) no severance or benefits to be paid or provided to you, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will be paid or otherwise provided until you have had a “separation from service” within the meaning of Section 409A, (ii) no severance pay and other or benefits to be paid or provided hereunder to you, if any, pursuant to this Agreement that are intended to qualify for be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until you have had an exemption “involuntary separation from Code service” within the meaning of Section 409A, providedand (iii) in the case of (i) and (ii), howeverany reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that if none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. You and the Company agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to you. Any severance payments or benefits made in connection with your termination under this Agreement and provided on or before the severance pay and other benefits provided hereunder are not so exemptfifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your termination occurs or, they are intended to comply with Code if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your termination occurs, shall be exempt from Section 409A to the maximum extent applicable thereto. Notwithstanding permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any provision of this Agreement to the contrary, additional payments or benefits provided in connection with your termination under this Agreement shall be interpreted and construed consistent with this intentexempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of your second (2nd) taxable year following the taxable year in which your termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends with your termination do not qualify for any reason to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other provision applicable exemption and you are , at the time of federalyour termination, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "“specified employee" under Code ,” as defined in Treasury Regulation Section 409A1.409A-1(i), then any each such payment or reimbursement, or portion thereof, shall benefit will not be delayed provided until the first regularly scheduled payroll date that is the earlier to occur of (i) Executive's death occurs on or (ii) after the date that is six (6) months and one (1) day following the your termination and, on such date of the Termination of Executive's Employment (the "Delay Period"or, if earlier, another date that occurs as soon as practicable after your death). Upon the expiration of the Delay Period, the you will receive all payments delayed pursuant to this Section 13 shall be paid to Executive and benefits that would have been provided during such period in a single lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesif applicable.

Code Section 409A. This Agreement and a. It is intended that the severance pay payments and other benefits to be provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if under this Agreement will be exempt from or comply with Section 409A of the Code and the severance pay any ambiguities herein will be interpreted to ensure that such payments and other benefits provided hereunder are be so exempt or, |US-DOCS\81863234.1|| if not so exempt, they are intended to comply with Code Section 409A to of the Code. To the extent applicable thereto. Notwithstanding any provision of this Agreement to the contraryapplicable, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply accordance with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, localapplicable exemptions from, or non-United States law. Neither the Companyin compliance with, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a payment upon a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to the Employee’s “termination of employment” shall mean the Employee’s “separation from service for purposes of Code service,” as defined in Treasury Regulation Section 409A, and Executive 1.409A-1(h) (“Separation from Service”). b. If the Employee is determined to be a "“specified employee" ” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of the Employee’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, then any such payment or reimbursement, or portion thereof, deferred pursuant to this Section 21(b) shall be delayed until paid or distributed to the date that is Employee in a lump sum on the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day (6)-months following the Employee’s Separation from Service, (ii) the date of the Termination of Executive's Employment Employee’s death or (iii) the "Delay Period"). Upon the expiration earliest date as is permitted under Section 409A of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any Code. Any remaining payments due under this Section 13 the Agreement shall be paid as otherwise provided herein. c. If the Employee and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Employee and the Company agree to amend this Agreement, or take such other actions as Employee and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. d. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with their original payment scheduleTreasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of the Employee’s taxable year following the taxable year in which the Employee incurred the expenses. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxThe amount of expenses reimbursed or in-kind benefits payable during any taxable year of the Employee shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of the Employee, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesand the Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. |US-DOCS\81863234.1||

Code Section 409A. This Agreement shall be interpreted, construed and administered in a manner that satisfies the severance pay requirements of Section 409A of the Code, and other benefits provided any payment scheduled to be made hereunder are intended that would otherwise violate Section 409A of the Code shall be delayed to qualify the extent necessary for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended such payment to comply with Code Section 409A of the Code. (i) Notwithstanding any provision to the contrary in this Agreement, no amount deemed deferred compensation subject to Section 409A of the Code shall be payable to Executive hereunder unless Executive’s termination of employment constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. In addition, if Executive is deemed by the Company at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent applicable thereto. Notwithstanding delayed commencement of any provision portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the contraryCode, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company such portion of Executive’s benefits shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable provided to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation prior to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) the expiration of the six-month period measured from the date of the Executive's death ’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date that is six months and one of Executive’s death. Upon the first business day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, the all payments delayed deferred pursuant to this Section 13 shall be paid to Executive in a lump sumsum to Executive, and any remaining payments due under this Section 13 the Agreement shall be paid as otherwise provided herein. Finally, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in accordance which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (ii) Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with their original retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. (iii) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global Salesshall at all times be considered a separate and distinct payment.

Code Section 409A. This Agreement (and the severance pay benefits and other benefits payments provided hereunder for under this Agreement) are intended to qualify for an exemption be exempt from or to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance issued thereunder (“Code Section 409A”), and this Agreement shall be interpreted and administered in a manner consistent with that intention; provided, however, that if under no circumstances shall the Company or a Subsidiary be liable for any additional tax or other sanction imposed upon the Grantee, or other damage suffered by the Grantee, on account of this Agreement (or the benefits and the severance pay payments provided for under this Agreement) being subject to and other benefits provided hereunder are not so exempt, they are intended to comply in compliance with Code Section 409A 409A. For purposes of this Agreement, if necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, the Grantee’s employment will not be considered to have terminated until and if the Grantee has experienced, in respect of the Company or a Subsidiary (or successor thereto), as applicable, a “separation from service” within the meaning of Treasury Regulation section 1.409A-1(h). Where Common Stock is required by this Agreement to be issued to the Grantee (and where dividend equivalent amounts are required to be paid to the Grantee) within a 15 day period following an applicable vesting date, the Company shall determine when during that 15 day period the Common Stock will be issued and the dividend equivalent amount will be paid to the Grantee. If and to the extent applicable thereto. Notwithstanding necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, if the Grantee is entitled to receive Common Stock or dividend equivalent amounts upon or as a result of the Grantee’s separation from service, and if the Grantee is a “specified employee“ (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his or her separation from service, notwithstanding any other provision of this Agreement to the contrary, this Agreement such Common Stock shall be interpreted issued and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers such dividend equivalent amounts shall be liable paid to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have Grantee no obligation to indemnify or otherwise protect Executive from earlier than the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier earliest to occur of (i) Executive's death the day next following the date that is the six-month anniversary of the date of the Grantee’s separation from service, or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx, Chief Executive Officer Xxxxxxx X. Xxxxxxx, VP of Global SalesGrantee’s death.

Code Section 409A. This (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code of 1986, and the severance pay regulations and other benefits provided hereunder are intended to qualify for an exemption from guidance promulgated thereunder (collectively, “Code Section 409A”) and, providedaccordingly, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the maximum extent applicable thereto. Notwithstanding any provision of this Agreement to the contrarypermitted, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not to be required to assume any increased economic burden in connection compliance therewith. Although the Company intends to administer If any provision of this Agreement so that it will comply with the requirements (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Code Section 409A, the Company does not represent or warrant that this Agreement will shall, after consulting with you, reform such provision to comply with Code Section 409A or any other provision of federal409A; provided, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and that the Company agrees to maintain, to the maximum extent practicable, the original intent and its subsidiaries shall have no obligation economic benefit to indemnify or otherwise protect Executive from you of the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from applicable provision without violating the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes 409A. (ii) Notwithstanding any provision to the contrary in this Agreement, if you are deemed on the Date of Code Section 409A, and Executive is determined Termination to be a "“specified employee" ” within the meaning of that term under Section 409A(a)(2)(B) of the Code and the Company is a public company, then the payments specified as being subject to this Section 11(b)(ii) shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (A) the expiration of the six month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (iiB) the date that is six months and one day following the date of the Termination of Executive's Employment your death (the "“Delay Period"”). Upon the expiration of the Delay Period, the all payments and benefits delayed pursuant to this Section 13 11(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive you in a lump sum, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 13 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) (a) All expenses or other reimbursements as provided herein shall be payable in accordance with their original the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment schedule. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxunder this Agreement specifies a payment period with reference to a number of days (e.g., Chief Executive Officer Xxxxxxx X. Xxxxxxx“payment shall be made within thirty (30) days following the date of termination”), VP the actual date of Global Salespayment within the specified period shall be within the sole discretion of the Company.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Section 409A of the Code and the severance pay regulations and other benefits provided hereunder are intended to qualify for an exemption from guidance promulgated thereunder (collectively “Code Section 409A”) and, providedaccordingly, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the maximum extent applicable thereto. Notwithstanding any provision of this Agreement to the contrarypermitted, this Agreement shall be interpreted and construed consistent with this intent, provided that to be either exempt from or in compliance therewith. In no event whatsoever shall the Company shall not or Employer be required to assume liable for any increased economic burden in connection therewith. Although additional tax, interest or penalty that may be imposed on the Company intends to administer this Agreement so that it will comply with the requirements of Executive by Code Section 409A, the Company does not represent 409A or warrant that this Agreement will damages for failing to comply with Code Section 409A or 409A. Notwithstanding any other provision payment schedule provided herein to the contrary, if the Executive is deemed on the date of federaltermination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or then any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid payment under this AgreementAgreement that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the Company and its subsidiaries shall have no obligation date of Executive’s death (the “Delay Period”) to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to extent required under Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the all payments delayed pursuant to this Section 13 5(d) shall be paid to the Executive in a lump sum, and any all remaining payments due under this Section 13 Agreement shall be payable paid or provided in accordance with their original the normal payment scheduledates specified for them herein. By: /s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxx XxxxxxxA termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from the Company and Employer within the meaning of Code Section 409A and, Chief Executive Officer Xxxxxxx X. Xxxxxxxfor purposes of any such provision of this Agreement, VP references to a “termination,” “termination of Global Salesemployment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.