Common use of Code Section 409A Clause in Contracts

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of the Employee’s termination (other than due to deathEmployee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to the Employee, if any, Employee pursuant to this Agreement, together with if any, and any other severance payments or separation benefits that are benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following the Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under It is the intent of this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant severance payments and benefits to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid be provided hereunder will be subject to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined additional tax imposed under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) Section 409A, and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may ambiguities herein will be taken into account under a qualified plan pursuant interpreted to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminatedso comply.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of the Employee’s Employee termination of employment (other than due to death), then the severance benefits payable to the EmployeeEmployee under this Agreement, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable ) otherwise due to the Employee on or within the first six (6) months month period following the Employee’s termination of employment Termination Date will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employmentTermination Date. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s his or her termination of employment but prior to the six (6) month anniversary of the Employee’s terminationTermination Date, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement . (b) This provision is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and the Employee agree to work together in good faith to consider amendments to this Agreement that qualifies as a 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 made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the no severance payments or benefits payable to the EmployeeExecutive, if any, pursuant to this AgreementAgreement that, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) will be payable until the Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Executive has a “separation from service” within the meaning of Section 409A. (ii) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A at the time of the Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his or her termination but prior to the six (6) month anniversary of the Employee’s his or her termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iiiii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiiiv) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the CompanyExecutive’s taxable year preceding the CompanyExecutive’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the no severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the EmployeeExecutive’s termination separation from service but prior to the six (6) month anniversary of the Employee’s terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iic) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiid) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.”

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his or her termination but prior to the six (6) month anniversary of the Employee’s his or her termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination separation from service (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s terminationhis separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 26(a) above. Any severance payment that entitles Executive to taxable reimbursements or taxable in-kind benefits covered by Section 1.409A-1(b)(8)(v) shall not constitute a Deferred Compensation Separation Benefit. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 26(a) above. For purposes of this AgreementSection 26(c), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s his taxable year preceding the CompanyExecutive’s taxable year of the EmployeeExecutive’s termination of employment separation from service as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of the Employee’s termination (other than due to death)) or resignation, then the severance payable to the Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), ) that are payable within the first six (6) months following the Employee’s termination of employment employment, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s his or her termination but prior to the six (6) month anniversary of the Employee’s his or her termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payments payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the CompanyEmployee’s taxable year preceding the CompanyEmployee’s taxable year of the Employee’s termination of employment as determined under under, and with such adjustments as are set forth in, Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of the Employee’s termination (other than due to deathEmployee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to the Employee, if any, Employee pursuant to this Agreement, together with if any, and any other severance payments or separation benefits that are benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following the Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under It is the intent of this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant severance payments and benefits to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid be provided hereunder will be subject to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined additional tax imposed under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) Section 409A, and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may ambiguities herein will be taken into account under a qualified plan pursuant interpreted to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminatedso comply.”

Code Section 409A. It is the Parties’ intention that the Severance payable to the Executive pursuant to Section 5.4 will be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (irelating to separation pay plans) or Treasury Regulation Section 1.409A- 1(b)(4) (relating to short-term deferrals). For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Executive may be eligible to receive under this Agreement will be treated as a separate and distinct payment and will not collectively be treated as a single payment. Notwithstanding anything to the contrary in this Agreement or in any Company policy with respect to such payments, in-kind benefits and reimbursements provided under this Agreement during any tax year of the Executive do not affect in-kind benefits or reimbursements to be provided in any other tax year of the Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death)timely submitted, then the severance payable reimbursement payments will be made to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum Executive as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable following such submission in accordance with the payment schedule applicable Company’s policies regarding reimbursements, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. This Section only applies to each payment or benefitin-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Each payment and benefit payable under this This Agreement is intended to constitute separate payments for purposes of be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Section 1.409A-2(b)(2409A(a)(1)(A) of the Treasury Regulations. Code or (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule interest and additional tax set forth in within Section 1.409A-1(b)(4409A(a)(1)(B) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause Code (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreementcollectively, “Section 409A Limit” shall mean Penalties”), including, where appropriate, the lesser construction of two (2) times: (i) defined terms to have meanings that would not cause the Employee’s annualized compensation based upon imposition of Section 409A Penalties. Notwithstanding the annual rate of pay paid preceding, in no event will the Company be required to provide a tax gross up payment to or otherwise reimburse the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued Executive with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated409A Penalties.

Code Section 409A. A. Notwithstanding anything to the contrary in this Agreement, no severance benefits pursuant to Sections X.E(ii) and (iiii) of this Agreement will be considered due or payable until and unless Executive has a “separation from service” within the meaning of Section 409A. Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination “separation from service” for purposes of Section 409A (other than due to death), then the any severance benefits payable to the Employee, if any, pursuant to this Agreement, together with Agreement and any other severance payments or separation benefits that are benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable ) otherwise due to Executive on or within the first six (6) months month period following the EmployeeExecutive’s termination of employment “separation from service” will accrue during such six (6) month period and will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. “separation from service.” All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s termination his “separation from service” but prior to the six (6) month anniversary of the Employee’s termination, date of his “separation from service,” then any payments Deferred Compensation Separation Benefits delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under . B. It is the intent of this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement that qualifies as a payment made as a result and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the any additional tax or income recognition under Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid prior to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant actual payment to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminatedExecutive.

Code Section 409A. (ia) Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until Executive has a “separation from service” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination his or her separation from service (other than due to Executive’s death), then the severance benefits payable to the EmployeeExecutive under this Agreement that are considered deferred compensation under Section 409A, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are considered deferred compensation under Section 409A 409A, if any (together, the “Deferred Compensation Separation Benefits”), that are payable ) otherwise due to Executive on or within the first six (6) months month period following the Employee’s termination of employment his or her separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent payments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee If Executive dies following the Employee’s termination his or her separation from service but prior to the six (6) month anniversary of the Employee’s terminationhis or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the date of the Employee’s his or her death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies The foregoing provisions are intended to comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement that qualifies as a 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 made as a result of an involuntary separation from service pursuant to Executive under Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of the Employee’s termination (other than due to death)) or resignation, then the severance payable to the Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), ) that are payable within the first six (6) months following the Employee’s termination of employment employment, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s his or her termination but prior to the six (6) month anniversary of the Employee’s his or her termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payments payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the CompanyEmployee’s taxable year preceding the CompanyEmployee’s taxable year of the Employee’s termination of employment as determined under under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.

Code Section 409A. (ia) Notwithstanding anything any provision to the contrary in herein, no Deferred Payments (as defined below) that become payable under this AgreementAgreement by reason of Executive’s termination of employment with the Company (or any successor entity thereto) will be made unless such termination of employment constitutes a “separation from service” within the meaning of Section 409A. Further, if the Employee Executive is a “specified employee” of the Company (or any successor entity thereto) within the meaning of Section 409A at on the time date of the EmployeeExecutive’s termination of employment (other than a termination of employment due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), Payments that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on employment, shall be delayed until the first payroll date that occurs on or after the date that is six (6) months and one (1) day following after the date of the EmployeeExecutive’s termination of employment, when they shall be paid in full arrears. All subsequent Deferred Compensation Separation BenefitsPayments, if any, will be payable paid in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the EmployeeExecutive’s employment termination but prior to the six (6) month anniversary of the Employee’s his employment termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payments payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.. For the purposes of this Agreement, “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A. (iib) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described below or resulting from an “involuntary separation from service” as described below. Any ambiguities or ambiguous terms herein will be interpreted to be exempt from or comply with the requirements of Section 409A. 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 prior to actual payment to Executive under Section 409A. (c) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits Payments for purposes of clause (i) above. (iii) Section 15. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit shall will not constitute Deferred Compensation Separation Benefits Payments for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated15.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the no severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the EmployeeExecutive’s termination separation from service but prior to the six (6) month anniversary of the Employee’s terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(21.409A-2(b) (2) of the Treasury Regulations. (iic) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiid) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (iA) Notwithstanding anything to the contrary in this Agreement, no severance pay 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 separation benefits, are considered deferred compensation under Code Section 409A (together, the Employee “Deferred Payments”) will be payable until Executive has a “separation from service” within the meaning of Code Section 409A (“Section 409A”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (B) If Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination separation from service (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits Deferred Payments that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that otherwise are payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation BenefitsPayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if in the Employee dies event of Executive’s death following the EmployeeExecutive’s termination separation from service but prior to the six (6) month anniversary of the EmployeeExecutive’s terminationseparation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this the Agreement is intended to constitute a separate payments payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iiC) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits Payments for purposes of clause (i) above. (iii) . Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Compensation Separation Benefits Payments for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean means the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the CompanyExecutive’s taxable year preceding the CompanyExecutive’s taxable year of the EmployeeExecutive’s termination of employment as determined under under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A of the Code and the final regulations and any other guidance promulgated thereunder (“Section 409A”) at the time of the Employee’s termination (other than due to death)her termination, then and the severance payable to the Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by the fifteenth day of the third month of the Company’s fiscal year following Employee’s termination, then only that are portion of the Deferred Compensation Separation Benefits which do not exceed the Section 409A Limit (as defined below) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each such payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise have been payable within the first six (6) months following the Employee’s termination of employment employment, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement This provision is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement that qualifies as a 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 made as a result of an involuntary separation from service pursuant to Employee under Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “"specified employee” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder ("Section 409A") at the time of the Employee’s 's termination of employment (other than due to death), then the severance benefits payable to the EmployeeEmployee under this Agreement, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are may be considered deferred compensation under Section 409A (together, the “"Deferred Compensation Separation Benefits”), that are payable ") otherwise due to the Employee on or within the first six (6) months month period following the Employee’s 's termination of employment will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s 's termination of employment. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s his termination of employment but prior to the six (6) month anniversary of the Employee’s his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Employee's estate as soon as administratively practicable after the date of the Employee’s 's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement This provision is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement that qualifies as a 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 made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) 17.1 Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) 17.2 Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) Section 17.1 above. (iii) 17.3 Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) Section 17.1 above. For purposes of this AgreementSection 17.1, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. 17.4 The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the no severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the EmployeeExecutive’s termination separation from service but prior to the six (6) month anniversary of the Employee’s terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iic) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiid) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the no severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment will separation from service shall become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the EmployeeExecutive’s termination separation from service but prior to the six (6) month anniversary of the Employee’s terminationseparation, then any payments delayed in accordance with this paragraph will shall be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will shall be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iic) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (ia) above. (iiid) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A 409 A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (ia) above. . (e) For purposes of this Agreement, “Section 409A Limit” shall mean means the lesser of two (2) 2 times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the CompanyExecutive’s taxable year preceding the CompanyExecutive’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1Section 1.409A-1(b)(9)(iii)(A)(l) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17401(a)(l7) of the Internal Revenue Code for the year in which the EmployeeExecutive’s employment is terminated.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered nonqualified deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), Benefits that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the EmployeeExecutive’s termination separation from service but prior to the six (6) month anniversary of the Employee’s terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iic) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiid) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the Employee has a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder ("Section 409A"). In addition, if the Employee is a “"specified employee” " within the meaning of Section 409A at the time of the Employee’s termination 's separation from service (other than due to death), then the severance benefits payable to the EmployeeEmployee under this Agreement, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are may be considered deferred compensation under Section 409A (together, the “"Deferred Compensation Separation Benefits”), that are payable ") otherwise due to the Employee on or within the first six (6) months month period following the Employee’s termination of employment 's separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment's separation from service. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination his separation from service but prior to the six (6) month anniversary of the Employee’s terminationhis date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Employee's estate as soon as administratively practicable after the date of the Employee’s 's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement This provision is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement that qualifies as a 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 made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the no severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination of employment (other than due to death), that are payable then the Deferred Compensation Separation Benefits, if any, otherwise due to Executive on or within the first six (6) months month period following the Employee’s termination of employment Termination Date will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employmentTermination Date. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination of employment but prior to the six (6) month anniversary of the Employee’s terminationTermination Date, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iiiii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiiiv) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes . (v) This provision is intended to comply with the requirements of this Agreement, “Section 409A Limit” shall mean so that none of the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid severance payments and benefits to be provided hereunder will be subject to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined additional tax imposed under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) Section 409A, and any Internal Revenue Service guidance issued with respect thereto; ambiguities herein will be interpreted to so comply. 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 (ii) the maximum amount that may be taken into account desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the regulations issued under Section 409A of the Code (the “Treasury Regulations Regulations”) shall not constitute Deferred Compensation Separation Benefits for purposes of clause Section 3(d)(ii) below, and consequently shall be paid to Executive promptly following termination as otherwise required by this Agreement. (iii) aboveNotwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s separation from service (as such term is defined in Section 409A), then the cash severance benefits payable to Executive under this Agreement along with any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) that are otherwise due to Executive on or within the six (6) month period following Executive’s separation from service shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his separation from service but prior to the six (6) month anniversary of his date of separation from service, then any payments delayed in accordance with this Section shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 3(d)(ii) above. For purposes of this AgreementSection 3(d), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (iv) It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. 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 prior to actual payment to Executive. (v) Notwithstanding any other provisions of this Agreement, Executive’s receipt of severance payments and benefits under this Agreement is conditioned upon Executive signing and not revoking the Release and subject to the Release becoming effective within sixty (60) days following Executive’s termination of employment (the “Release Period”). No severance will be paid or provided until the Release becomes effective. No severance will be paid or provided unless the Release becomes effective during the Release Period. Any severance payments to which Executive is entitled under this Agreement shall be paid by the Company to Executive in cash and in full arrears on the sixty-first (61st) day following Executive’s employment termination date or such later date as is required pursuant to Section 409A.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no severance payable to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), Benefits that are payable within the first six (6) months following the Employee’s termination of employment separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination separation from service but prior to the six (6) month anniversary of the Employee’s terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iic) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiid) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated. (e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Employee 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.”

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 21(a) above. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 21(a) above. For purposes of this AgreementSection 21(c), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the regulations issued under Section 409A of the Code (the “Treasury Regulations Regulations”) shall not constitute Deferred Compensation Separation Benefits for purposes of clause Section 3(f)(ii) below, and consequently shall be paid to Executive promptly following termination as otherwise required by this Agreement. (iii) aboveNotwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s separation from service (as such term is defined in Section 409A), then the cash severance benefits payable to Executive under this Agreement along with any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) that are otherwise due to Executive on or within the six (6) month period following Executive’s separation from service shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his separation from service but prior to the six (6) month anniversary of his date of separation from service, then any payments delayed in accordance with this Section shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 3(f)(ii) above. For purposes of this AgreementSection 3(f), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (iv) It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. 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 prior to actual payment to Executive. (v) Notwithstanding any other provisions of this Agreement, Executive’s receipt of severance payments and benefits under this Agreement is conditioned upon Executive signing and not revoking the Release and subject to the Release becoming effective within sixty (60) days following Executive’s termination of employment (the “Release Period”). No severance will be paid or provided until the Release becomes effective. No severance will be paid or provided unless the Release becomes effective during the Release Period. Any severance payments to which Executive is entitled under this Agreement shall be paid by the Company to Executive in cash and in full arrears on the sixty-first (61st) day following Executive’s employment termination date or such later date as is required under Section 12 hereof.

Code Section 409A. (ia) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the regulations issued under Section 409A of the Code (the “Treasury Regulations”) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 11(b) below, and consequently shall be paid to Executive promptly following termination as required by Section 4 of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined in this Section 11(b)) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 11(b) above. For purposes of this AgreementSection 11(c), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (i) 19.1 Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of the EmployeeTermination of Executive’s termination Employment (other than due to death), then the severance benefits payable to the EmployeeExecutive under this Agreement, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are considered deferred compensation under subject to the requirements of Section 409A and not exempt therefrom under Treasury Regulation Section 1.409A-1(b) or otherwise (together, the “Deferred Compensation Separation Benefits”), that are payable ) otherwise due to Executive on or within the first six (6) months month period following the EmployeeExecutive’s termination of employment will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) six-month anniversary of the Employee’s his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under . 19.2 It is the intent of this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. FEI 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 clause (i) aboveany additional tax or income recognition under Section 409A prior to actual payment to Executive. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result 19.3 In no event will FEI or any of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits its subsidiaries or affiliates or their respective directors, employees or agents be liable for purposes of clause (i) above. For purposes of this Agreementany additional tax, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount penalty that may be taken into account under a qualified plan pursuant imposed on Executive by Section 409A or damages for failing to comply with, or be exempt from, the requirements of Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder (collectively “Section 409A”) at the time of the EmployeeExecutive’s termination “separation from service” (other than due to as defined under Section 409A) that is not as a result of his death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that are payable portion of the Deferred Compensation Separation Benefits which does not exceed the Section 409A Limit (as defined above) may be made within the first six (6) months following Executive’s separation of service in accordance with the Employeepayment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination separation of employment service will accrue during such six (6) month period and will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination separation of employmentservice date. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s termination his separation of service but prior to the six (6) month anniversary of the Employee’s terminationdate thereof, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt, as applicable. All references to a termination of Executive’s employment hereunder shall be deemed to occur only if there is a “separation from service” as defined under Section 409A. Each payment and benefit payable under this Agreement is intended to constitute hereby designated as a separate payments payment for purposes of Section 1.409A-2(b)(2) of 409A. Any reimbursements shall be made or provided in accordance with Section 409A, including but not limited to, the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) timesfollowing provisions: (i) the Employee’s annualized compensation based upon the annual rate amount of pay paid to the Employee any expense reimbursement or in-kind benefit provided during the Company’s a taxable year preceding the Company’s shall not affect any expenses eligible for reimbursement in any other taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect theretoyear; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) reimbursement of the Code for eligible expense shall be made no later than the last day of the Executive’s taxable year that immediately follows the taxable year in which the Employee’s employment is terminatedexpense was incurred; and (iii) the right to any reimbursement shall not be subject to liquidation or exchange for another benefit or payment.

Code Section 409A. It is the Parties’ intention that the Severance payable to the Executive pursuant to Section 5.4 will be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (irelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Executive may be eligible to receive under this Agreement will be treated as a separate and distinct payment and will not collectively be treated as a single payment. Notwithstanding anything to the contrary in this Agreement or in any Company policy with respect to such payments, in-kind benefits and reimbursements provided under this Agreement during any tax year of the Executive do not affect in-kind benefits or reimbursements to be provided in any other tax year of the Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death)timely submitted, then the severance payable reimbursement payments will be made to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum Executive as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable following such submission in accordance with the payment schedule applicable Company’s policies regarding reimbursements, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. This Section only applies to each payment or benefitin-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Each payment and benefit payable under this This Agreement is intended to constitute separate payments for purposes of be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Section 1.409A-2(b)(2409A(a)(1)(A) of the Treasury Regulations. Code or (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule interest and additional tax set forth in within Section 1.409A-1(b)(4409A(a)(1)(B) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause Code (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreementcollectively, “Section 409A Limit” shall mean Penalties”), including, where appropriate, the lesser construction of two (2) times: (i) defined terms to have meanings that would not cause the Employee’s annualized compensation based upon imposition of Section 409A Penalties. Notwithstanding the annual rate of pay paid preceding, in no event will the Company be required to provide a tax gross up payment to or otherwise reimburse the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued Executive with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated409A Penalties.

Code Section 409A. (ia) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) or the “separation pay” exception set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 10(b) below, and consequently shall be paid to Executive promptly following termination as required by Section 3 of this Agreement. It is intended that the lump sum cash severance payment under this Agreement, if any, satisfy the short-term deferral rule. (b) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined in this Section 10(b)) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Further, if the Employee Executive is a “specified employee” within the meaning of (as defined in Treasury Regulation Section 409A 1.409A-1(i)) at the time of the EmployeeExecutive’s termination separation from service (other than due to Executive’s death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s termination his or her separation from service but prior to the six (6) month anniversary of the Employee’s terminationhis or her separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payments payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 10(b) above. For purposes of this AgreementSection 10(c), “Section 409A Limit” shall will mean the lesser of two (2) timestimes the lesser of: (i) the EmployeeExecutive’s annualized base compensation based upon the annual base rate of pay paid to the Employee Executive during the CompanyExecutive’s taxable year preceding the CompanyExecutive’s taxable year of the EmployeeExecutive’s termination of employment separation from service as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminatedseparation from service occurs.

Code Section 409A. (ia) Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until Executive has a “separation from service” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination his separation from service (other than due to Executive’s death), then the severance benefits payable to the EmployeeExecutive under this Agreement that are considered deferred compensation under Section 409A, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are considered deferred compensation under Section 409A 409A, if any (together, the “Deferred Compensation Separation Benefits”), that are payable ) otherwise due to Executive on or within the first six (6) months month period following the Employee’s termination of employment his separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent payments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee If Executive dies following the Employee’s termination his separation from service but prior to the six (6) month anniversary of the Employee’s terminationhis date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the date of the Employee’s his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies The foregoing provisions are intended to comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement that qualifies as a 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 made as a result of an involuntary separation from service pursuant to Executive under Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder (collectively “Section 409A”) at the time of the EmployeeExecutive’s termination “separation from service” (other than due to as defined under Section 409A) that is not as a result of his death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that are payable portion of the Deferred Compensation Separation Benefits which does not exceed the Section 409A Limit (as defined above) may be made within the first six (6) months following Executive’s separation of service in accordance with the Employeepayment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination separation of employment service will accrue during such six (6) month period and will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination separation of employmentservice date. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s termination his separation of service but prior to the six (6) month anniversary of the Employee’s terminationdate thereof, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. All references to a termination of Executive’s employment hereunder shall be deemed to occur only if there is a “separation from service” as defined under Section 409A. Each payment and benefit payable under this Agreement is intended to constitute hereby designated as a separate payments payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (ia) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the regulations issued under Section 409A of the Code (the “Treasury Regulations”) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 10(b) below, and consequently shall be paid to Executive promptly following termination as required by Section 3 of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined in this Section 10(b)) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A. Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 10(b) above. For purposes of this AgreementSection 10(c), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (ia) Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until Executive has a “separation from service” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination his or her separation from service (other than due to Executive’s death), then the severance benefits payable to the EmployeeExecutive under this Agreement that are considered deferred compensation under Section 409A, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are considered deferred compensation under Section 409A 409A, if any (together, the “Deferred Compensation Separation Benefits”), that are payable ) otherwise due to Executive on or within the first six (6) months month period following the Employee’s termination of employment his or her separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent payments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee If Executive dies following the Employee’s termination his or her separation from service but prior to the six (6) month anniversary of the Employee’s terminationhis or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the date of the Employee’s his or her death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies The foregoing provisions are intended to comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement that qualifies as a 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 made as a result of an involuntary separation from service pursuant to Executive under Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A. sa-71146 7

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 15(a) above. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 15(a) above. For purposes of this AgreementSection 15(c), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(41.409A-l(b)(4) of the regulations issued under Section 409A of the Code (the “Treasury Regulations Regulations”) shall not constitute Deferred Compensation Separation Benefits for purposes of clause Section 6(e)(ii) below, and consequently shall be paid to Executive promptly following termination as otherwise required by this Agreement. (iii) aboveNotwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s separation from service (as such term is defined in Section 409A), then the cash severance benefits payable to Executive under this Agreement along with any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) that are otherwise due to Executive on or within the six (6) month period following Executive’s separation from service shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his separation from service but prior to the six (6) month anniversary of his date of separation from service, then any payments delayed in accordance with this Section shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 6(e)(ii) above. For purposes of this AgreementSection 6(e), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto1.409A-l(b)(9)(iii)(A)(l); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (iv) It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. 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 prior to actual payment to Executive. (v) Notwithstanding any other provisions of this Agreement, Executive’s receipt of severance payments and benefits under this Agreement is conditioned upon Executive signing and not revoking the Release and subject to the Release becoming effective within sixty (60) days following Executive’s termination of employment (the “Release Period”). No severance will be paid or provided until the Release becomes effective. No severance will be paid or provided unless the Release becomes effective during the Release Period. Any severance payments to which Executive is entitled under this Agreement shall be paid by the Company to Executive in cash and in full arrears on the sixty-first (61st) day following Executive’s employment termination date or such later date as is required to comply with Section 409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of the EmployeeExecutive’s termination (other than due to death)) or resignation, then the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), ) that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment employment, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his or her termination but prior to the six (6) month anniversary of the Employee’s his or her termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payments payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the CompanyExecutive’s taxable year preceding the CompanyExecutive’s taxable year of the EmployeeExecutive’s termination of employment as determined under under, and with such adjustments as are set forth in, Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated.

Code Section 409A. (i) 21.1 Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of the Employee’s termination Termination of Executive's Employment (other than due to death), then the severance benefits payable to the EmployeeExecutive under this Agreement, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are considered deferred compensation under subject to the requirements of Section 409A and not exempt therefrom under Treasury Regulation Section 1.409A-1(b) or otherwise (together, the “Deferred Compensation Separation Benefits”), that are payable ) otherwise due to Executive on or within the first six (6) months month period following the Employee’s Executive's termination of employment will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s Executive's termination of employment. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) six-month anniversary of the Employee’s his date of termination, then any payments delayed in accordance with this paragraph Section will be payable in a lump sum (less applicable withholding taxes) to Executive's estate as soon as administratively practicable after the date of the Employee’s Executive's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under . 21.2 It is the intent of this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. FEI 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 clause (i) aboveany additional tax or income recognition under Section 409A prior to actual payment to Executive. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result 21.3 In no event will FEI or any of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits its subsidiaries or affiliates or their respective directors, employees or agents be liable for purposes of clause (i) above. For purposes of this Agreementany additional tax, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount penalty that may be taken into account under a qualified plan pursuant imposed on Executive by Section 409A or damages for failing to comply with, or be exempt from, the requirements of Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (ia) Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the regulations issued under Section 409A of the Code (the “Treasury Regulations”) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 15(b) below, and consequently shall be paid to Executive promptly following termination as required by Section 8(b) of this Agreement. It is intended that all cash severance payments under this Agreement, if any, satisfy the short-term deferral rule. (b) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined in this Section 15(b)) will become payable under this Agreement until Employee has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination separation from service (other than due to Employee’s death), then and the severance payable to the Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination his or her separation from service but prior to the six (6) month anniversary of the Employee’s terminationhis or her separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 15(b) above. For purposes of this AgreementSection 15(c), “Section 409A Limit” shall will mean the lesser of two (2) timestimes the lesser of: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the CompanyEmployee’s taxable year preceding the CompanyEmployee’s taxable year of the Employee’s termination of employment separation from service as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminatedseparation from service occurs. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employer and Employee 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.

Code Section 409A. (i) 19.1 Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of the Employee’s termination Termination of Executive's Employment (other than due to death), then the severance benefits payable to the EmployeeExecutive under this Agreement, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are considered deferred compensation under subject to the requirements of Section 409A and not exempt therefrom under Treasury Regulation Section 1.409A-1(b) or otherwise (together, the “Deferred Compensation Separation Benefits”), that are payable ) otherwise due to Executive on or within the first six (6) months month period following the Employee’s Executive's termination of employment will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s Executive's termination of employment. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) six-month anniversary of the Employee’s his date of termination, then any payments delayed in accordance with this paragraph Section will be payable in a lump sum (less applicable withholding taxes) to Executive's estate as soon as administratively practicable after the date of the Employee’s Executive's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under . 19.2 It is the intent of this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. FEI 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 clause (i) aboveany additional tax or income recognition under Section 409A prior to actual payment to Executive. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result 19.3 In no event will FEI or any of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits its subsidiaries or affiliates or their respective directors, employees or agents be liable for purposes of clause (i) above. For purposes of this Agreementany additional tax, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount penalty that may be taken into account under a qualified plan pursuant imposed on Executive by Section 409A or damages for failing to comply with, or be exempt from, the requirements of Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(41.409A-l(b)(4) of the regulations issued under Section 409A of the Code (the “Treasury Regulations Regulations”) shall not constitute Deferred Compensation Separation Benefits for purposes of clause Section 6(f)(ii) below, and consequently shall be paid to Executive promptly following termination as otherwise required by this Agreement. (iii) aboveNotwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s separation from service (as such term is defined in Section 409A) (a “Separation from Service”), then the cash severance benefits payable to Executive under this Agreement along with any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) that are otherwise due to Executive on or within the six (6) month period following Executive’s Separation from Service shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s Separation from Service. All subsequent payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his Separation from Service but prior to the six (6) month anniversary of his date of Separation from Service, then any payments delayed in accordance with this Section shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation Separation from service Service pursuant to Section 1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 6(f)(ii) above. For purposes of this AgreementSection 6(f), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto1.409A-l(b)(9)(iii)(A)(l); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the no severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employeeof (c) Executive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the EmployeeExecutive’s termination separation from service but prior to the six (6) month anniversary of the Employee’s terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(21.409A-2(b) (2) of the Treasury Regulations. (iid) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiie) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.or

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination separation from service (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s terminationhis separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payments payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 26(a) above. Any severance payment that entitles Executive to taxable reimbursements or taxable in-kind benefits covered by Section 1.409A-1(b)(8)(v) shall not constitute a Deferred Compensation Separation Benefit. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 26(a) above. For purposes of this AgreementSection 26(c), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s his taxable year preceding the CompanyExecutive’s taxable year of the EmployeeExecutive’s termination of employment separation from service as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination separation from service (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s her termination but prior to the six (6) month anniversary of the Employee’s terminationher separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 26(a) above. Any severance payment that entitles Executive to taxable reimbursements or taxable in-kind benefits covered by Section 1.409A-1(b)(8)(v) shall not constitute a Deferred Compensation Separation Benefit. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 26(a) above. For purposes of this AgreementSection 26(c), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s her taxable year preceding the CompanyExecutive’s taxable year of the EmployeeExecutive’s termination of employment separation from service as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 21(a) above. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 21(a) above. For purposes of this AgreementSection 21(c), “Section 409A Limit” shall will mean the lesser of two (2) times: (i1) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (d) Reimbursement benefits provided under the Agreement are intended to be exempt from or comply with Section 409A under Treasury Regulation Sections 1.409A-1(b)(9)(v) and/or 1.409A-3(i)(1)(iv), such that they do not provide for the impermissible deferral of any compensation The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other Xxxxx Employment Agt.doc -12- severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), Benefits that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the EmployeeExecutive’s termination separation from service but prior to the six (6) month anniversary of the Employee’s terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(21.409A-2(b) (2) of the Treasury Regulations. (iic) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiid) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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, Xxxxx Employment Agt.doc -13- appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Code Section 409A. (i) Notwithstanding anything This Agreement is intended to comply with the requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, as in effect from time to time, to the extent a payment hereunder is, or shall become subject to the application of Code Section 409A. To the extent a provision of this Agreement is contrary in to or fails to address the requirements of Code Section 409A and related Treasury Regulations, this Agreement, if Agreement shall be construed and administered as necessary to comply with such requirements to the extent allowed under applicable Treasury Regulations until this Agreement is appropriately amended to comply with such requirements. If as of the Separation Date Employee is determined to be a “specified employee” within the meaning of as defined in Treasury Regulation Section 409A at the time of the Employee’s termination (other than due to death1A09A-1(i), then the severance payable payment shall be delayed until a date that is six months after the date of Employee’s Separation Date to the extent necessary to comply with the requirements of Code Section 409A and related Treasury Regulations; provided, however that the payments to which Employee would have been entitled during such 6-month period, but for this subparagraph, shall be accumulated and paid to Employee without interest in a lump sum within ten days following the date that is six months following Employee’s Separation Date, if anyand any remaining payments shall continue to be paid to Employee on their original schedule. If Employee dies during such six-month period and prior to the payment of the portion that is required to be delayed on account of Code Section 409A, such amount shall be paid to Employee’s estate within 60 days after Employee’s death. If the Company determines that any severance payments described in Sections 1(b) constitute a deferral of compensation for purposes of Code Section 409A the severance payments will not begin or be paid until the second calendar year. Each installment payment hereunder will be treated as a separate payment for purposes of Code Section 409A. Any reimbursements or in-kind benefits provided to or for the benefit of Employee that constitute a “deferral of compensation” for purposes of Code Section 409A will be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv). Accordingly, (x) all such reimbursements will be made not later than the last day of the calendar year after the calendar year in which the expenses were incurred, (y) any right to such reimbursements or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (z) the amount of the expenses eligible for reimbursement, or the amount of any in-kind benefit provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or the in-kind benefits provided, in any other taxable year. The Company intends that income provided to Employee pursuant to this Agreement will not be subject to taxation under Code Section 409A. The provisions of this Agreement will be interpreted and construed in favor of satisfying any applicable requirements of Code Section 409A or an applicable exemption thereunder. However, the Company does not guarantee any particular tax effect for income provided to Employee pursuant to this Agreement. In any event, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments except for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding responsibility to withhold applicable income and employment taxes from compensation paid or provided to Employee, the Company’s taxable year Company will not be responsible for the payment of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; applicable taxes on compensation paid or (ii) the maximum amount that may be taken into account under a qualified plan provided to Employee pursuant to this Agreement. Notwithstanding the foregoing, if this Agreement or any benefit paid to Employee hereunder is deemed to be subject to Code Section 401(a)(17) 409A, Employee consents to the Company adopting such conforming amendments as the Company deems necessary, in its sole discretion, to comply with Code Section 409A, without reducing the amounts of the Code for the year in which the Employee’s employment is terminatedany benefits due to Employee hereunder.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the Director has a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder ("Section 409A"). In addition, if the Employee Director is a “"specified employee” " within the meaning of Section 409A at the time of the Employee’s termination Director's separation from service (other than due to death), then the severance payable to vesting acceleration provided under Section 1(a) of this Agreement of any Restricted Stock Units or other Awards granted under the EmployeePlan that are otherwise deferred compensation under Section 409A, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are may be considered deferred compensation under Section 409A (together, the “"Deferred Compensation Separation Benefits”), that are payable ") otherwise due to the Director on or within the first six (6) months month period following the Employee’s termination of employment Director's separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employmentDirector's separation from service. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Director dies following the Employee’s termination his separation from service but prior to the six (6) month anniversary of the Employee’s terminationhis date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Director's estate as soon as administratively practicable after the date of the Employee’s Director's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement This provision is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement that qualifies as a 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 made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee Xx. Xxxxxxx is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of the Employee’s Xx. Xxxxxxx’x termination of employment (other than due to death), then the severance benefits payable to the EmployeeXx. Xxxxxxx under this Agreement, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable ) otherwise due to Xx. Xxxxxxx on or within the first six (6) months month period following the Employee’s termination of employment Termination Date will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employmentTermination Date. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Xx. Xxxxxxx dies following the Employee’s his termination of employment but prior to the six (6) month anniversary of the Employee’s terminationhis Termination Date, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Xx. Xxxxxxx’x estate as soon as administratively practicable after the date of the Employee’s Xx. Xxxxxxx’x death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies This provision is intended to comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Corporation and Xx. Xxxxxxx agree to work together in good faith to consider amendments to this Agreement that qualifies as a 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 made as a result of an involuntary separation from service pursuant to Xx. Xxxxxxx under Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder (collectively “Section 409A”) at the time of the EmployeeExecutive’s termination “separation from service” (other than due to as defined under Section 409A) that is not as a result of his death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that are payable portion of the Deferred Compensation Separation Benefits which does not exceed the Section 409A Limit (as defined above) may be made within the first six (6) months following Executive’s separation of service in accordance with the Employeepayment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination separation of employment service will accrue during such six (6) month period and will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination separation of employmentservice date. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s termination his separation of service but prior to the six (6) month anniversary of the Employee’s terminationdate thereof, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under It is the intent of this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant severance payments and benefits to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid be provided hereunder will be subject to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. All payments to be made to Executive upon a termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to this Agreement may only be made upon a “separation from service” as defined under Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, if the Employee If Executive is a “specified employee” of the Company (or any successor entity thereto) within the meaning of Section 409A at on the time date of the EmployeeExecutive’s termination of employment (other than a termination of employment due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), Payments that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment employment, will become payable on be delayed until the first payroll date that occurs on or after the date that is six (6) months and one (1) day following after the date of the EmployeeExecutive’s termination of employment, when they will be paid in full arrears. All subsequent Deferred Compensation Separation BenefitsPayments, if any, will be payable paid in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the EmployeeExecutive’s employment termination but prior to the six (6) month anniversary of the Employee’s his employment termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payments payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For the purposes of this Agreement, “Section 409A LimitDeferred Payment” shall mean the lesser of two means any severance pay or benefits to be paid or provided to Executive (2or Executive’s estate or beneficiaries) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid pursuant to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) this Agreement and any Internal Revenue Service guidance issued other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A. (b) Any ambiguities or ambiguous terms herein will be interpreted to be exempt from or comply with respect thereto; the requirements of Section 409A. 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 (ii) the maximum amount that may be taken into account desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no payments or benefits to be paid or provided to Employee, if any, pursuant to this Agreement, when considered together with any other payments or benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (collectively, “Section 409A”) (together, the “Deferred Compensation Separation Benefits”) shall be paid or provided until Employee has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination “separation from service” (other than due to death), then the severance payable to the EmployeeDeferred Compensation Separation Benefits, if any, pursuant otherwise due to this Agreement, together with any other severance payments the Employee on or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months month period following the Employee’s termination date of employment “separation from service” and which are in excess of all applicable exclusions and exceptions will accrue during such six (6) month period and will become payable in a cash lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employmentTermination Date. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination his “separation from service” but prior to the six (6) month anniversary of the Employee’s terminationTermination Date, then any payments delayed in accordance with this paragraph will be payable in a cash lump sum (less applicable withholding taxes) to Employee’s estate as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable to be paid or provided under this Agreement is intended to constitute a series of separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iic) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (ia) above. (iiid) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (ia) above. For purposes of . (e) Notwithstanding any other provision in this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid Agreement to the contrary, all expenses eligible for reimbursement hereunder, and all in-kind benefits to be provided, shall be paid or provided, as applicable, to Employee during promptly in accordance with the Company’s taxable year preceding customary practices (if any) applicable to the Company’s taxable year reimbursement of expenses, or the provision of in-kind benefits, of such type, but in any event by no later than December 31 of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) calendar year following the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which such expenses were incurred. The expenses incurred by Employee in any calendar year that are eligible for reimbursement, or the provision of in-kind benefits, under this Agreement shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. Employee’s employment right to receive any reimbursement or provision of in-kind benefits hereunder shall not be subject to liquidation or exchange for any other benefit. (f) This provision is terminated.intended to comply with the requirements of Section 409A so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Employee 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.

Code Section 409A. The terms of this Separation Agreement shall be construed and administered in a manner calculated to satisfy the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4); the separation pay plan exception under Treas. Reg. Section 1.409A-1(b)(9)(iii); and/or the welfare benefit exception under Treas. Reg. 1.409A-1(b)(9)(v) to Internal Revenue Code Section 409A and the applicable regulations and guidance promulgated thereunder (i“Section 409A”). Any reference in this Separation Agreement to a termination of employment (or similar term) Notwithstanding anything means a “separation from service” as defined in Section 409A and the applicable guidance issued thereunder. In the event the Separation Agreement fails to satisfy an exception to Section 409A, it will be construed and administered in accordance therewith to the contrary in this Agreement, if the maximum extent permitted by law. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while Employee is a “specified employee” (as defined by Section 409A) with, and if such amount is scheduled to be paid within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of Employee’s termination estate following his death. All rights to payments and benefits hereunder shall be treated as rights to receive a series of employment will become payable separate payments and benefits for purposes of applying Section 409A. If any payment subject to Section 409A is contingent on the first payroll date that occurs on or after the date six (6) months delivery of a release by Employee and one (1) day following the date could occur in either of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefitstwo years, if any, will be payable in accordance with the payment schedule applicable will occur in the later year. Nothing in this Separation Agreement shall be construed as a guarantee of any particular tax treatment to each payment or benefitEmployee. Notwithstanding anything herein Employee shall be solely responsible for the tax consequences with respect to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit amounts payable under this Separation Agreement, and in no event shall Employer have any responsibility or liability if this Separation Agreement is intended to constitute separate payments for purposes does not meet any applicable requirements of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything in the Plan or this Agreement to the contrary in this Agreementcontrary, if the Employee any payment with respect to any Performance Shares 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” employee (within the meaning of Code Section 409A at the time of the Employee’s termination (other than due 409A) and if any such payment or benefit is required to death), then the severance payable be made or provided prior to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first date which is six (6) months following the EmployeeParticipant’s termination of employment will become payable on the first payroll date that occurs on Termination Date, such payment or after benefit shall be delayed until the date which is six (6) months and one (1) day following the date of the EmployeeParticipant’s termination of employment. All subsequent Deferred Compensation Separation BenefitsTermination Date; provided, however, that if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Participant dies following the Employee’s termination but prior to the such six (6) month anniversary anniversary, all remaining payments shall be paid to his estate within ninety (90) days following his death; and (b) the determination as to whether Participant has had a Termination Date (or other termination of the Employee’s termination, then any payments delayed in accordance with this paragraph will employment or separation from service) shall be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable made in accordance with the payment schedule applicable provisions of Code Section 409A and the guidance issued thereunder without application of any alternative levels of reductions of bona fide services permitted thereunder. It is the intent of this Agreement to each payment or benefit. Each payment and benefit payable comply with the requirements of Code Section 409A so that none of the Performance Shares provided under this Agreement is intended or Stock issuable hereunder will be subject to constitute separate payments for purposes of the additional tax imposed under Code Section 1.409A-2(b)(2) 409A, and any ambiguities herein will be interpreted to so comply. None of the Treasury Regulations. (ii) Any amount paid under 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 satisfies the requirements Performance Shares have been or will be granted to provide a means for me to acquire and/or expand an ownership position in Xxxx Xxxxxxx Nutrition Company, and it is expected that I will retain the Stock I receive upon the settlement of the “short-term deferral” rule set forth Performance Shares consistent with the Company’s Stock retention guidelines in Section 1.409A-1(b)(4) effect at the time of settlement of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid under this Agreement Performance Shares. I acknowledge and agree that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year Performance Shares are nontransferable, except as provided in Section 9 hereof and Section 11(b) of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or Plan, (ii) the maximum amount Performance Shares 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 Xxxxxx Xxxxxxx Xxxxx Xxxxxx, or such other vendor as the Company may be taken into choose to administer the Plan, may provide the Company with any and all account under a qualified plan pursuant information necessary to Section 401(a)(17) monitor my compliance with the 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 Code for Performance Shares subject thereto. Where electronic acceptance is permitted under applicable law, electronic acceptance of the year in which Performance Shares shall be binding on the Employee’s employment is terminatedParticipant.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the no severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the EmployeeExecutive’s termination separation from service but prior to the six (6) month anniversary of the Employee’s terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(21.409A-2(b) (2) of the Treasury Regulations. (iic) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiid) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.”

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee Director is a “"specified employee” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder ("Section 409A") at the time of the Employee’s termination Director's Association terminates (other than due to death), then the severance payable to vesting acceleration provided under Section 1(a) of this Agreement of any Restricted Stock Units or other Awards granted under the EmployeePlan that are otherwise deferred compensation under Section 409A, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are may be considered deferred compensation under Section 409A (together, the “"Deferred Compensation Separation Benefits”), that are payable ") otherwise due to the Director on or within the first six (6) months month period following the Employee’s Director's termination of employment Association will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s Director's termination of employmentAssociation. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Director dies following the Employee’s his termination of Association but prior to the six (6) month anniversary of the Employee’s his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Director's estate as soon as administratively practicable after the date of the Employee’s Director's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement This provision is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement that qualifies as a 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 made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the regulations issued under Section 409A of the Code (the “Treasury Regulations Regulations”) shall not constitute Deferred Compensation Separation Benefits for purposes of clause Section 3(f)(ii) below, and consequently shall be paid to Executive promptly following termination as otherwise required by this Agreement. (iii) aboveNotwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s separation from service (as such term is defined in Section 409A), then the cash severance benefits payable to Executive under this Agreement along with any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) that are otherwise due to Executive on or within the six (6) month period following Executive’s separation from service shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his separation from service but prior to the six (6) month anniversary of his date of separation from service, then any payments delayed in accordance with this Section shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 3(f)(ii) above. For purposes of this AgreementSection 3(f), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (iv) It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. 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 prior to actual payment to Executive. (v) Notwithstanding any other provisions of this Agreement, Executive’s receipt of severance payments and benefits under this Agreement is conditioned upon Executive signing and not revoking the Release and subject to the Release becoming effective within sixty (60) days following Executive’s termination of employment (the “Release Period”). No severance will be paid or provided until the Release becomes effective. No severance will be paid or provided unless the Release becomes effective during the Release Period. Any severance payments to which Executive is entitled under this Agreement shall be paid by the Company to Executive in cash and in full arrears on the sixty-first (61st ) day following Executive’s employment termination date or such later date as is required under Section 12 hereof.

Code Section 409A. (ia) Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until Executive has a “separation from service” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination his or her separation from service (other than due to Executive’s death), then the severance benefits payable to the EmployeeExecutive under this Agreement that are considered deferred compensation under Section 409A, if any, pursuant to this Agreement, together with and any other severance payments or separation benefits that are considered deferred compensation under Section 409A 409A, if any (together, the “Deferred Compensation Separation Benefits”), that are payable ) otherwise due to Executive on or within the first six (6) months month period following the Employee’s termination of employment his or her separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent payments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee If Executive dies following the Employee’s termination his or her separation from service but prior to the six (6) month anniversary of the Employee’s terminationhis or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the date of the Employee’s his or her death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies The foregoing provisions are intended to comply with the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) 409A so that none of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iii) Any amount paid severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement that qualifies as a 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 made as a result of an involuntary separation from service pursuant to Executive under Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.409A. sa-71145 7

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then ) and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or o benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 24(a) above. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 24(a) above. For purposes of this AgreementSection 24(c), the “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to executive under Section 409A. (e) Any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (b) 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, (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.” (f) Nothing herein shall be construed as the guarantee of any particular tax treatment to the Executive, and none of the Company, its Board of Directors, or any of its affiliates shall have any liability to the Executive with respect to any failure to comply with the requirements of Section 409A of the Code.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no severance payable to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), Benefits that are payable within the first six (6) months following the Employee’s termination of employment separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination separation from service but prior to the six (6) month anniversary of the Employee’s terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iic) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(41.409A-l(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (ia) above. (iiid) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(11.409A-l(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Employee’s employment is terminated.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination separation from service (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s terminationhis separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 25(a) above. Any severance payment that entitles Executive to taxable reimbursements or taxable in-kind benefits covered by Section 1.409A-1(b)(8)(v) shall not constitute a Deferred Compensation Separation Benefit. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 25(a) above. For purposes of this AgreementSection 25(c), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s his taxable year preceding the CompanyExecutive’s taxable year of the EmployeeExecutive’s termination of employment separation from service as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code (“Separation from Service”), and the final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered benefits, constitute deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment Separation from Service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentSeparation from Service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s termination his Separation from Service but prior to the six (6) month anniversary of the Employee’s his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 24(a) above. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 24(a) above. For purposes of this AgreementSection 24(c), “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable calendar year preceding the Company’s taxable calendar year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (d) To the extent that any reimbursements provided to Executive constitute Deferred Compensation, such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit. (e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then and the severance payable to the EmployeeExecutive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following the EmployeeExecutive’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the Employee’s his termination but prior to the six (6) month anniversary of the Employee’s his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iib) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 21(a) above. (iiic) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (iSection 21(a) above. For purposes of this AgreementSection 21(c), “Section 409A Limit” shall will mean the lesser of two (2) times: (i1) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated.. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.

Code Section 409A. (ia) Notwithstanding anything to the contrary in this Agreement, no severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered nonqualified deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the EmployeeExecutive’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), Benefits that are payable within the first six (6) months following the EmployeeExecutive’s termination of employment separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee Executive dies following the EmployeeExecutive’s termination separation from service but prior to the six (6) month anniversary of the Employee’s terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iic) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (iiid) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall will mean the lesser of two (2) times: (i) the EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to the Employee Executive during the Company’s taxable year preceding the Company’s taxable year of the EmployeeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the EmployeeExecutive’s employment is terminated. (e) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. 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 prior to actual payment to Executive under Section 409A.”