Common use of Code Section 409A Clause in Contracts

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (a) To the extent that any taxable reimbursements of expenses are provided under Section 3, they shall be made in accordance with Internal Revenue Code Section 409A, including the following provisions: (i) The intent amount of any such expense reimbursement provided during one of Executive’s tax years shall not affect any expenses eligible for reimbursement in any other taxable year; (ii) The reimbursement of the parties is eligible expense shall be made no later than the last day of Executive’s tax year that immediately follows the year in which the expense was incurred; and (iii) Executive’s right to any reimbursement shall not be subject to liquidation or exchange for another benefit or payment. (b) Notwithstanding anything to the contrary in this Agreement, no severance payments and or benefits under payable to Executive, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “pursuant to Treasury Regulation Section 409A”1.409A-1(b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s until Executive has a “separation from service” with within the Company meaning of Section 409A. (c) Further, if Executive is a “specified employee” within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of separation from service (other than due to death), any Deferred Payments that otherwise are payable within the first six (6) months following Executive’s Separation separation from Service to be a “specified employee” for purposes of Section 409A, to service will become payable on the extent delayed commencement of any portion of first payroll date that occurs on or after the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of date six (i6) the expiration of the six-month period measured from months and one (1) day following the date of Executive’s Separation separation from Service service. All subsequent Deferred Payments, if any, will be payable in accordance with the Company payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death following Executive’s separation from service but prior to the six (6) month anniversary of Executive’s separation 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (d) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of the Agreement. Any severance payment 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 does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of the Agreement. For purposes of this paragraph, “Section 409A Limit” will mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Company’s taxable year preceding the Company’s taxable year of Executive’s separation from service 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 date 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 Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided hereinemployment is terminated. (ive) Executive’s right The foregoing provisions are intended to receive any installment comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under this the Agreement shall will be treated as a right subject to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted the additional tax imposed under Section 409A, no payment hereunder shall and any ambiguities herein will be accelerated interpreted to so comply. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or deferred unless such acceleration or deferral would not result in desirable to avoid imposition of any additional tax or interest pursuant income recognition prior to actual payment to Executive under Section 409A.

Code Section 409A. (i) The intent This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the parties is Code, and any payment scheduled to be made hereunder that the payments and benefits under this Agreement comply with or be exempt from would otherwise violate Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, shall be delayed to the maximum extent permitted, necessary for this Agreement shall be interpreted and such payment to be in compliance therewithcomply with Section 409A of the Code. (iii) Notwithstanding anything any provision to the contrary in this Agreement Agreement, no amount deemed deferred compensation subject to Section 409A of the contrary, any compensation or benefits Code shall be payable under this Agreement upon to Executive hereunder unless Executive’s termination of employment shall be payable only upon Executive’s constitutes a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in of the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date Code and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contraryDepartment of Treasury regulations and other guidance promulgated thereunder. In addition, if Executive is deemed by the Company at the time of Executive’s Separation separation from Service service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation “separation from Service service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. Finally, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (ivii) Additionally, in the event that following the date hereof the Company or Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (iii) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. payment. (iv) Except as otherwise permitted expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under Section 409A, no payment hereunder shall this Agreement is determined to be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant subject to Section 409A.409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

Code Section 409A. (i) The It is the intent of the parties is that the payments and benefits under this Agreement to either meet an exception from or to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the any rulings and regulations and guidance promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 409A”) and, accordingly, to the maximum extent permitted, 7 of this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to mean the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination date of employment shall be payable only upon Executive’s “a "separation from service” with the Company " within the meaning of Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”409A(a)(2)(A)(i). Any installment payments that would have been made to Executive during If the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Code Section 409A, to 409A(a)(2)(B)(i) at the extent delayed commencement of any portion time of the benefits Executive’s termination of employment, any nonqualified deferred compensation subject to which Executive is entitled Code Section 409A that would otherwise have been payable under this Agreement is required in order to avoid as a prohibited distribution result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A409A(a)(2)(A), such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of will become payable six (i6) the expiration of the six-month period measured from months and one (1) day following the date of the Executive’s Separation separation from Service with the Company or (ii) service or, if earlier, the date of Executive’s death. Upon The Company agrees that it will pay, indemnify and hold the first business day Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the expiration taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of the applicable Section 409A periodExecutive, all as the Company determines is necessary or advisable so that payments deferred made pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would agreement will not result in additional tax or interest taxation of the Executive pursuant to the provisions of section 409A of the code. The Executive agrees that he will not withhold his consent under this Section 409A.20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreement.

Code Section 409A. (i) The Notwithstanding 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, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to Executive on or within the six (6) month period following Executive’s 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. (ii) It is the intent of this Agreement to comply with the parties is 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. (iii) Notwithstanding any other provisions of this Agreement, Executive’s receipt of severance payments and benefits under this Agreement comply with or be exempt from Section 409A of is conditioned upon Executive signing and not revoking the Code Release and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, subject to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Release becoming effective within sixty (ii60) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon days following Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment DateRelease Period”). Any installment payments that would have been made to Executive 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 60 day period immediately following Release Period. In the event Executive’s Separation separation from Service but for the preceding sentence shall be paid to Executive service occurs on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement or after November 1 of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409Ayear, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall any severance will be paid in a lump sum arrears on the first payroll date to Executive (occur during the following calendar year, or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid such later time as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to required by Section 409A.

Code Section 409A. (i) The intent of the parties a. This Agreement is that the payments and benefits under this Agreement intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”) and), accordinglyincluding the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each separate payment or installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement in connection with a series termination of separate payments and, accordingly, each employment shall only be made if such installment payment shall at all times be considered termination of employment constitutes a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. b. Notwithstanding any other provision of this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee,” determined in accordance with Section 409A, no payment hereunder any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Executive on account of Executive’s separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be accelerated paid in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Executive dies before the Specified Employee Payment Date, any delayed payments shall be paid to Executive’s estate in a lump sum within one week of Executive’s death. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the calendar year immediately following the calendar year in which Executive remits the related taxes. d. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed, and all revocation periods shall have expired within 60 days after the Termination Date; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes “nonqualified deferred unless such acceleration or deferral would not result in additional tax or interest pursuant compensation” subject to Section 409A.409A, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) If and to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all such expenses or other reimbursements hereunder will be made on or prior to the last day of Executive’s taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (iii) the amount of expenses eligible for reimbursement, or the in-kind benefits provided, during any taxable year of Executive will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year of Executive, and (iv) any reimbursement will be for expenses incurred during the period of time specified in this Agreement and if no time period is specified, will be for expenses incurred during Executive’s lifetime.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (iia) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, any compensation or benefits payable under this Agreement upon Executive’s termination of employment no Deferred Payments (as defined below) shall be payable only upon Executive’s until Executive has a “separation from service” with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and official guidance thereunder (together, “Section 409A”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that would otherwise be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Executive has a “Separation separation from Service”service” within the meaning of Section 409A. (b) and, except as provided below, any such compensation Any severance payments or benefits shall not under this Agreement that would be paidconsidered Deferred Payments will be paid on, or, in the case of installments, shall will not commence paymentuntil, until the 60th day following Executive’s Separation separation from Service (the “First Payment Date”service, or, if later, such time as required by Section 21(c). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation separation from Service service but for the preceding sentence shall will be paid to Executive on the First Payment Date 60th day following the Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iiic) Further, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), and the severance payments and benefits payable to Executive, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first 6 months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date 6 months and 1 day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything in this Agreement herein to the contrary, if Executive is deemed by dies following Executive’s separation from service but prior to the Company at the time 6 month anniversary of Executive’s Separation separation from Service to service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from lump sum as soon as administratively practicable after the date of Executive’s Separation from Service death and all other Deferred Payments will be payable in accordance with the Company payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (d) Any severance payment 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 does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this section (d), “Section 409A Limit” will mean the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the taxable year preceding the taxable year of Executive’s separation from service 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 date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall maximum amount that may be paid in taken into account under a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest qualified plan pursuant to Section 409A.401(a)(17) of the Code for the year in which Executive’s employment is terminated.

Code Section 409A. (ia) The intent This Agreement is intended to meet the requirements of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code with respect to amounts subject thereto and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed consistent with that intent. If any provision of this Agreement would subject the Executive to be any additional tax or interest under Section 409A, then the Company and the Executive agree to negotiate in compliance therewithgood faith and jointly execute an amendment to modify this Agreement to the extent necessary to comply with the requirements of Section 409A; provided that no such amendment shall increase the total compensation expense of the Company under this Agreement. (iib) Notwithstanding anything in this Agreement to the contrary: (i) if, at the time of termination of the Executive’s employment hereunder, the Executive is deemed to be a “specified employee” of the Company within the meaning of Section 409A, then (x) only to the extent necessary to comply with the requirements of Section 409A, any compensation or benefits payable payments to which the Executive is entitled under this Agreement upon Executive’s in connection with such termination that are subject to Section 409A (and not otherwise exempt from its application) that constitute “nonqualified deferred compensation” for purposes of Section 409A shall be withheld until the first business day of the seventh month following the date of such termination (the “Delayed Payment Date”), (y) on the Delayed Payment Date, the Executive shall receive a lump sum payment in an amount equal to the aggregate amount of such payments that otherwise would have been made to the Executive prior to the Delayed Payment Date and (z) following the Delayed Payment Date, the Executive shall receive the payments otherwise due to the Executive accordance with the payment terms and schedule set forth herein; (ii) with respect to a payment of “nonqualified deferred compensation” (as defined in Section 409A) triggered by a termination of employment, a termination of employment shall be payable only upon Executive’s deemed not to have occurred until such time as the Executive incurs a “separation from service” with the Company within the meaning of in accordance with Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement.409A; (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid each payment in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any series of installment payments provided under this Agreement shall be treated as a separate payment; and (iv) no expenses eligible for reimbursement, or in-kind benefits provided, to the Executive under this Agreement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A of the Code, and no such right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder reimbursement or in-kind benefits shall be accelerated subject to liquidation or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.exchange for any other benefit.

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. (ia) The intent of This Agreement and the parties is that the payments and benefits under this Agreement amounts payable hereunder are intended to qualify for an exemption from, or alternatively to comply with or be exempt from the requirements of, Section 409A of the Code Code, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” accordance with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)intent. Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a any amount or benefit that would constitute “specified employeedeferred compensation” for purposes of Section 409A409A of the Code would otherwise be payable or distributable under this Agreement or otherwise by reason of the Executive’s separation from service, then if and to the extent necessary to comply with Code Section 409A (i) if the payment or distribution of such amount or benefit is payable in a lump sum, such payment or distribution will be delayed commencement of any portion until the first day following the six-month anniversary of the benefits Executive’s termination of service, and (ii) if the payment or distribution of such amount or benefit is payable over time, the amount that would otherwise be payable during the six-month period immediately following the Executive’s termination of service will be accumulated and paid to which Executive is entitled under this Agreement is required in order the Executive, without interest, on the first day following the six-month anniversary of the Executive’s termination of service (or, if earlier, the date of his death), whereupon the normal payment schedule will resume. (b) With respect to avoid a prohibited distribution under the continuation of medical coverage after the Termination Date, if deemed necessary or advisable to secure an exemption from Code Section 409A, the Company shall impute income to the Executive for such portion of Executive’s benefits shall not be provided to Executive prior to medical coverage through the period that ends on the earlier of (i) the expiration end of the six-month period measured from the date of ExecutiveCompany’s Separation from Service with the Company obligation to provide such coverage, or (ii) December 31 of the date of Executive’s death. Upon the first business day second calendar year following the expiration of year in which the applicable Section 409A periodTermination Date occurs. Immediately prior to such December 31 deadline, all payments deferred pursuant the Company shall satisfy its remaining obligation under the Agreement, if any, with respect to such medical coverage by paying to the preceding sentence shall be paid in Executive a lump sum in cash equal to Executive (or Executivethe estimated present value of such remaining coverage, based on the Company’s estate or beneficiaries)COBRA rates as then in effect, and any remaining payments due such payment shall be imputed as income to Executive the Executive. (c) The payment of each amount payable under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered deemed a separate and distinct payment as permitted under “payment” for purposes of Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.409A of the Code.

Code Section 409A. 1. To the extent (ia) The intent of any payments to which the parties is that the payments and benefits Executive becomes entitled under this Agreement comply Agreement, or any agreement or plan referenced herein, in connection with the termination of Executive’s employment with the Company or be exempt the Executive’s separation from service to the Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except 1986 as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service amended (the “First Payment DateCode”). Any installment payments that would have been made to Executive during ; (b) the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service his termination/separation to be a “specified employee” for purposes of under Section 409A, to the extent delayed commencement of any portion 409A of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion Code; and (c) at the time of the Executive’s benefits termination, the Company is publicly traded (as defined in Section 409A of the Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of the Executive’s termination/separation) shall not be provided to Executive prior to made until the earlier of (i1) the expiration first day of the six-seventh month period measured from following the date of Executive’s Separation from Service with the Company termination/separation, or (ii2) the date of the Executive’s deathdeath following such termination/separation. Upon the first business day following the expiration of the applicable Section 409A deferral period, all any payments deferred pursuant to which would have otherwise been made during that period (whether in a single lump sum or in installments) in the preceding sentence absence of this Article III shall be paid in a lump sum to the Executive (or the Executive’s estate or beneficiaries)beneficiary in one lump sum, and any remaining payments due plus interest thereon, at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to the Executive under this Agreement until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall be paid mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as otherwise provided herein. (iv) quoted in the business section of the most recently published Sunday edition of The New York Times preceding the date of termination of the Executive’s right employment with the Company or the Executive’s separation from service to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.the Company.

Code Section 409A. (i) The intent This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the parties is Code, and any payment scheduled to be made hereunder that the payments and benefits under this Agreement comply with or be exempt from would otherwise violate Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, shall be delayed to the maximum extent permitted, necessary for this Agreement shall be interpreted and such payment to be in compliance therewithcomply with Section 409A of the Code. (iii) Notwithstanding anything any provision to the contrary in this Agreement Agreement, no amount deemed deferred compensation subject to Section 409A of the contrary, any compensation or benefits Code shall be payable under this Agreement upon to Executive hereunder unless Executive’s termination of employment shall be payable only upon Executive’s constitutes a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in of the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date Code and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contraryDepartment of Treasury regulations and other guidance promulgated thereunder. In addition, if Executive is deemed by the Company at the time of Executive’s Separation separation from Service service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation “separation from Service service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this the Agreement shall be paid as otherwise provided herein. Finally, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (ivii) Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (iii) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. payment. (iv) Except as otherwise permitted expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under Section 409A, no payment hereunder shall this Agreement is determined to be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant subject to Section 409A.409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

Code Section 409A. (i) The It is the intent of the parties is that the payments and benefits under this Agreement to either meet an exception from or to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the any rulings and regulations and guidance promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 409A”) and, accordingly, to the maximum extent permitted, 7 of this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to mean the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination date of employment shall be payable only upon Executive’s “a "separation from service” with the Company " within the meaning of Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”409A(a)(2)(A)(i). Any installment payments that would have been made to Executive during If the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Code Section 409A, to 409A(a)(2)(B)(i) at the extent delayed commencement of any portion time of the benefits Executive’s termination of employment, any nonqualified deferred compensation subject to which Executive is entitled Code Section 409A that would otherwise have been payable under this Agreement is required in order to avoid as a prohibited distribution result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A409A(a)(2)(A), such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of will become payable six (i6) the expiration of the six-month period measured from months and one (1) day following the date of the Executive’s Separation separation from Service with the Company or (ii) service or, if earlier, the date of Executive’s death. Upon The Company agrees that it will pay, indemnify and hold the first business day Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the expiration taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of the applicable Section 409A periodExecutive, all as the Company determines is necessary or advisable so that payments deferred made pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would agreement will not result in additional tax or interest taxation of the Executive pursuant to the provisions of section 409A of the code. The Executive agrees that she will not withhold her consent under this Section 409A.20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreement.

Code Section 409A. (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the termination benefits either (i) The intent of the parties is that the payments and benefits under this Agreement comply with or shall be exempt from the requirements of Section 409A of the Code Code, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. or (ii) Notwithstanding anything in this Agreement to shall comply with the contraryrequirements of such provision (including the exceptions for short-term deferrals, any compensation or benefits payable under this Agreement upon Executive’s termination of employment separation pay arrangements, reimbursements, and in-kind distributions.) In addition, each payment shall be payable only upon Executive’s considered a separate payment for purposes of Section 409A. (b) After any Termination of Employment, the Executive shall have no duties or responsibilities that are inconsistent with having a “separation from service” with the Company within the meaning of Section 409A (and, notwithstanding anything in the Agreement to the contrary, distributions upon Termination of Employment of nonqualified deferred compensation may only be made upon a “Separation separation from Service”) and, except service” as provided below, any determined under Section 409A and such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence date shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in of Termination for purposes of this Agreement. (iiic) If a payment under Sections 4.1 through 4.4 above does not qualify as a short-term deferral under Section 409A and Treasury Regulation (“Treas. Reg.”) §1.409A-1(b)(4) or any similar or successor provisions, and the Executive is a Specified Employee (as defined in Section 409A and Treas. Reg. 1.409A-1(c)(3)(i) or any similar or successor provisions) as of the Executive’s Termination of Employment, distributions to the Executive may not be made before the date that is six (6) months and one (1) day after the Date of Termination or, if earlier, the date of the Executive’s death (the “Six-Month Delay Rule”). Payments to which the Executive would otherwise be entitled during the first six months following the Date of Termination Employment (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following the Date of Termination. (d) Notwithstanding anything the Six-Month Delay Rule set forth in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A4.6(c), to the maximum extent delayed commencement of permitted under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) or any portion of similar or successor provisions, during the benefits to which Six-Month Delay, the Company will pay the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior lump sum an amount equal to the earlier lesser of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company total termination benefits provided in Sections 4.1 through 4.4 above, or (ii) the date lesser of (A) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Executive’s death. Upon Termination of Employment occurs, and (B) the first business day following the expiration sum of the applicable Section 409A period, all payments deferred pursuant Executive’s Annual Base Salary based upon the annual rate of pay for services provided to the Company for the taxable year of the Executive preceding sentence shall be paid the taxable year of the Executive in a lump sum to Executive (or which the Executive’s estate or beneficiaries)Termination of Employment occurs; provided that amounts paid under this sentence will count toward, and any remaining payments due will not be in addition to, the total payment of termination benefits required to be made to the Executive by the Company under this Agreement shall be paid as otherwise provided hereinSections 4.1 through 4.4. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. The parties intend that this Agreement will qualify for any available exceptions from coverage under, or otherwise comply with, Code Section 409A (i) The intent and the regulations or other applicable guidance), and it shall be interpreted accordingly. Without limiting the generality of the parties is that foregoing and notwithstanding any other provision of this Agreement to the contrary, (a) with respect to any payments and benefits under this Agreement comply with or be exempt from to which Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectivelyapplies, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything all references in this Agreement to the contrary, any compensation Termination Date or benefits payable under this Agreement upon other termination of Executive’s termination of employment shall be payable only upon are intended to mean Executive’s “separation from service” with the Company within the meaning of Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries409A(a)(2)(A)(i), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (ivb) Executive’s right to receive any installment payments each payment made under this Agreement shall be treated as a separate payment and the right to receive a series of installment payments under this Agreement, including, without limitation, under Section 9(a), shall be treated as a right to a series of separate payments andpayments. In addition, accordinglyif Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, each then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such installment payment period, but shall at all times instead be considered accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a separate and distinct payment as permitted lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under Section 409A. Except as otherwise permitted this Agreement constitute “deferred compensation” under Section 409A, no payment hereunder any such reimbursements or in-kind benefits shall be accelerated paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or deferred unless such acceleration construed to transfer any liability for failure to comply with Section 409A from Executive or deferral would not result in additional tax any other individual to the Company or interest pursuant to Section 409A.any of its affiliates.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply to all benefits and payments provided under this Agreement by Employer to Executive: (a) The payment (or commencement of a series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the date of Executive’s termination of employment) shall be paid (or commence to be paid) to Executive as set forth in this Agreement as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s Separation from Service. (b) If Executive is a specified employee (as determined by Employer in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Executive’s Separation from Service with Employer, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) The constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code) and (ii) cannot be paid or provided in a manner otherwise expressly provided for without subjecting Executive to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is payable during the first six months following the Separation from Service shall be paid or provided to Executive in a lump sum cash payment to be made on the earlier of (A) Executive’s death and (B) the first business day of the seventh month immediately following Executive’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement due to a Separation from Service that is exempt from Section 409A of the Code pursuant to Treasury Regulations § 1.409A-1(b)(9)(v) will be paid or provided to Executive only to the extent that expenses are not incurred or benefits are not provided beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the Separation from Service occurs, provided that Employer reimburses such expenses no later than the last day of the third taxable year following Executive’s taxable year in which Executive’s Separation from Service occurs. (d) It is the intent of the parties is Parties that the payments payments, benefits, and benefits entitlements to which Executive could become entitled in connection with Executive’s employment under this Agreement comply with or be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (collectivelythereunder, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to consistent with such intent. For purposes of the contrary, any limitations on non-qualified deferred compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409ACode, such portion each payment of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments compensation under this Agreement shall be treated as a right to receive a series separate payment of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted compensation for purposes of applying the exclusion under Section 409A. Except as otherwise permitted 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A409A of the Code. (e) Although the payments and benefits provided for hereunder are intended to be structured in a manner to avoid the imposition of any penalty taxes under Section 409A of the Code, in no payment hereunder event whatsoever will Employer be liable for any additional tax, interest, or penalties that may be imposed on Executive under or as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation payments provided for under this Agreement shall be accelerated or to Executive, except as permitted by Treasury Regulations § 1.409A-3(j)(4). (g) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code be subject to offset by any other amount unless such acceleration or deferral would not result in additional tax or interest pursuant to permitted by Section 409A.409A of the Code.

Code Section 409A. (ia) The intent of Notwithstanding any provision to the parties contrary in this Agreement, no amount that is that the payments and benefits under this Agreement comply with or be exempt from deemed deferred compensation subject to Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted payable pursuant to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Section 2 unless Executive’s termination of employment shall be payable only upon Executive’s “constitutes a separation from service” with the Company service within the meaning of Treasury Regulation Section 409A 1.409A-1h (a “Separation from Service”) and, except as provided under Section 6.14(b) below, any such compensation or benefits amount shall not be paid, or, or in the case of installments, shall not commence paymentto be paid, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”)Service. Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement, subject to the last sentence of Section 2.1(a). (iiib) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, if Executive is deemed by the Company at the time of Executive’s Separation separation from Service service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (ix) the expiration of the six-month six (6)-month period measured from the date of Executive’s Separation from Service with the Company or (iiy) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section 6.14(b) shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (ivc) To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (d) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 409A. Except as 1.409A-2(b)(2)(iii). (e) The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Code, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder would otherwise permitted be taxable to Executive under Section 409A, no payment hereunder shall be accelerated the Company may adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or deferred unless appropriate to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes under such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.Section.

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (ix) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (iiy) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. (i) The intent This Agreement is intended to comply with the requirements of Section 409A of the parties is that Code, and shall be interpreted and construed consistently with such intent. In the payments and benefits under event the terms of this Agreement comply with would subject Executive to taxes or be exempt from penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordinglyterms of the Agreement to avoid such 409A Penalties, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to possible. To the contrary, extent any compensation or benefits payable amounts under this Agreement upon are payable by reference to Executive’s “termination of employment employment” such term and similar terms shall be payable only upon deemed to refer to Executive’s “separation from service,” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, of the Code. Notwithstanding any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided other provision in this Agreement. (iii) Notwithstanding anything in this Agreement , to the contraryextent any payments made or contemplated hereunder constitutes nonqualified deferred compensation, if Executive is deemed by within the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes meaning of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the expiration later of the six-month period measured from two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s Separation separation from Service with service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the Company six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred Any reimbursement payable to Executive pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid as otherwise provided herein. (iv) Executive’s to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to receive any installment payments under reimbursement or in-kind benefit pursuant to this Agreement shall not be treated as a right subject to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated liquidation or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.exchange for any other benefit.

Code Section 409A. (i) The It is the intent of the parties is Company and the Executive that the payments and benefits under this Agreement comply with or be exempt from Code Section 409A of the Code and the regulations issued pursuant thereto and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, provisions of this Agreement shall be interpreted to be in compliance consistent therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by any amount or benefits that the Company at the time of Executive’s Separation from Service to be a determines would constitute non-exempt “specified employeedeferred compensation” for purposes of Code Section 409A would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which the Executive is a specified employee as defined under Code Section 409A, then to the extent delayed commencement of any portion of the benefits necessary to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under comply with Code Section 409A: (a) if the payment or distribution is payable in a lump sum, such portion of the Executive’s benefits shall not right to receive payment or distribution of such non-exempt deferred compensation will be provided to Executive prior to delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from services, and (ib) if the expiration payment or distribution is payable or provided over time, the amount of such non-exempt deferred compensation that would otherwise be payable or provided during the six-month period measured from immediately following the date of Executive’s Separation separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall service will be paid in a lump sum to Executive (or Executive’s estate or beneficiaries)accumulated, and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) the Executive’s right to receive payment or distribution of such accumulated amount or benefits will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from services and paid or provided on the earlier of such dates, with interest, and the normal payment or distribution schedule for any installment payments remaining payments, distributions or benefits will commence. Each payment under this Agreement or otherwise (including any installment payments) shall be treated as a right to receive a series separate payment for purposes of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The It is the intent of the parties is that the payments and benefits under this Agreement to either meet an exception from or to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the any rulings and regulations and guidance promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 409A”) and, accordingly, to the maximum extent permitted, 7 of this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to mean the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination date of employment shall be payable only upon Executive’s “a "separation from service” with the Company " within the meaning of Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”409A(a)(2)(A)(i). Any installment payments that would have been made to Executive during If the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Code Section 409A, to 409A(a)(2)(B)(i) at the extent delayed commencement of any portion time of the benefits Executive’s termination of employment, any nonqualified deferred compensation subject to which Executive is entitled Code Section 409A that would otherwise have been payable under this Agreement is required in order to avoid as a prohibited distribution result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A409A(a)(2)(A), such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of will become payable six (i6) the expiration of the six-month period measured from months and one (1) day following the date of the Executive’s Separation separation from Service with the Company or (ii) service or, if earlier, the date of Executive’s death. Upon The Company agrees that it will pay, indemnify and hold the first business day Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the expiration taxable year in which the Executive submits the respective taxes to the taxing authority. the Executive agrees that the Company may amend this agreement, with the consent of the applicable Section 409A periodExecutive, all as the Company determines is necessary or advisable so that payments deferred made pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would agreement will not result in additional tax or interest taxation of the Executive pursuant to the provisions of section 409A of the code. The Executive agrees that he will not withhold his consent under this Section 409A.20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreement.

Code Section 409A. (i) The intent of the parties This Agreement is that the payments and benefits under this Agreement intended to comply with with, or be exempt from from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be consistent therewith and without resulting in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, increase in the case amounts owed hereunder by the Company. Notwithstanding any other provision of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by a "specified employee" within the Company at meaning of Code Section 409A and the time of regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s Separation "separation from Service to be a “specified employee” for purposes service" (within the meaning of Code Section 409A), to the extent delayed commencement of any portion of the benefits to which Executive is entitled then such payment or benefit required under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive prior to in a lump-sum payment on the earlier of (i) the expiration first regular payroll date of the six-seventh month period measured from the date of following Executive’s Separation separation from Service with the Company service or (ii) the date of 10th business day following Executive’s death. Upon If Executive’s termination of employment hereunder does not constitute a "separation from service" within the first business day following the expiration meaning of the applicable Code Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Code Section 409A periodshall not be paid until Executive has experienced a "separation from service", all payments deferred pursuant or other permitted payment event, within the meaning of Code Section 409A. In addition, to the preceding sentence extent required by Code Section 409A, no reimbursement or in-kind benefit shall be paid in a lump sum subject to Executive liquidation or exchange for another benefit and (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid except as otherwise provided herein. in Section 5(f) hereof) the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Each severance installment contemplated under Section 7 hereof or other payment of “deferred compensation” (ivunder Code Section 409A) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive separate payment in a series of separate payments andunder Treasury Regulation Section 1.409A-2(b)(2)(iii). Neither the Company nor any of its affiliates shall have any liability or obligation to Executive in the event that this Agreement does not comply with, accordinglyor is not exempt from, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Code Section 409A.

Code Section 409A. (i) The intent of the parties a. This Agreement is that the payments and benefits under this Agreement intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”) and), accordinglyincluding the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each separate payment or installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement in connection with a series termination of separate payments and, accordingly, each employment shall only be made if such installment payment shall at all times be considered termination of employment constitutes a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. 13 b. Notwithstanding any other provision of this Agreement, if at the time of Executive’s termination of employment, he is a “specified employee,” determined in accordance with Section 409A, no payment hereunder any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be accelerated paid in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Executive dies before the Specified Employee Payment Date, any delayed payments shall be paid to Executive’s estate in a lump sum within one week of Executive’s death. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the calendar year immediately following the calendar year in which Executive remits the related taxes. d. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within 90 days after the Termination Date; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes “nonqualified deferred unless such acceleration or deferral would not result in additional tax or interest pursuant compensation” subject to Section 409A.409A, and if such 90-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.

Code Section 409A. (i) The intent of This Agreement is intended to comply with Code Section 409A, and the parties is that the payments hereto agree to interpret, apply and benefits under administer this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding any other provision of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by a "specified employee" within the Company at meaning of Code Section 409A and the time of regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s Separation "separation from Service to be a “specified employee” for purposes service" (within the meaning of Code Section 409A), to the extent delayed commencement of any portion of the benefits to which Executive is entitled then such payment or benefit required under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive prior to in a lump-sum cash payment on the earlier of (i) the expiration first regular payroll date of the six-seventh month period measured from the date of following Executive’s Separation separation from Service with the Company service or (ii) the date of 10th business day following Executive’s death. Upon If Executive’s termination of employment hereunder does not constitute a "separation from service" within the first business meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Code Section 409A shall not be paid until Executive has experienced a "separation from service" within the meaning of Code Section 409A. In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the expiration of the applicable calendar year in which such expenses were incurred. Each severance installment contemplated under Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement 7 hereof shall be treated as a right to receive separate payment in a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.1.409A-2(b)(2)(iii).

Code Section 409A. (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the termination benefits either (i) The intent of the parties is that the payments and benefits under this Agreement comply with or shall be exempt from the requirements of Section 409A of the Code Code, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. or (ii) Notwithstanding anything in this Agreement to shall comply with the contraryrequirements of such provision (including the exceptions for short-term deferrals, any compensation or benefits payable under this Agreement upon Executive’s termination of employment separation pay arrangements, reimbursements, and in-kind distributions.) In addition, each payment shall be payable only upon Executive’s considered a separate payment for purposes of Section 409A. (b) After any Termination of Employment, the Executive shall have no duties or responsibilities that are inconsistent with having a “separation from service” with the Company within the meaning of Section 409A (and, notwithstanding anything in the Agreement to the contrary, distributions upon Termination of Employment of nonqualified deferred compensation may only be made upon a “Separation separation from Service”) and, except service” as provided below, any determined under Section 409A and such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence date shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in of Termination for purposes of this Agreement. (iiic) If a payment under Sections 4.1 through 4.4 above does not qualify as a short-term deferral under Section 409A and Treasury Regulation (“Treas. Reg.”) §1.409A-1(b)(4) or any similar or successor provisions, and the Executive is a Specified Employee (as defined in Section 409A and Treas. Reg. 1.409A-1(c)(3)(i) or any similar or successor provisions) as of the Executive’s Termination of Employment, distributions to the Executive may not be made before the date that is six (6) months and one (1) day after the Date of Termination or, if earlier, the date of the Executive’s death (the “Six-Month Delay Rule”). Payments to which the Executive would otherwise be entitled during the first six months following the Date of Termination Employment (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following the Date of Termination. (d) Notwithstanding anything the Six-Month Delay Rule set forth in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A4.6(c), to the maximum extent delayed commencement of permitted under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) or any portion of similar or successor provisions, during the benefits to which Six-Month Delay, the Company will pay the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior lump sum an amount equal to the earlier lesser of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company total termination benefits provided in Sections 4.1 through 4.4 above, or (ii) the date lesser of (A) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Executive’s death. Upon Termination of Employment occurs, and (B) the first business day following the expiration sum of the applicable Section 409A period, all payments deferred pursuant Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the taxable year of the Executive preceding sentence shall be paid the taxable year of the Executive in a lump sum to Executive (or which the Executive’s estate or beneficiaries)Termination of Employment occurs; provided that amounts paid under this sentence will count toward, and any remaining payments due will not be in addition to, the total payment of termination benefits required to be made to the Executive by the Company under this Agreement shall be paid as otherwise provided hereinSections 4.1 through 4.4. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any no benefits deemed deferred compensation or benefits subject to Section 409A of the Code, shall be payable under pursuant to Section 7 of this Agreement upon unless Executive’s termination of employment shall be payable only upon Executive’s constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”) and, except as provided belowunder Section 12(g)(ii) of this Agreement, any such compensation or termination benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”)Service. Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement. (iiiii) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (iA) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (iiB) the date of Executive’s ’ s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section 12(g)(ii) shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iii) To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (iv) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any the installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409Apayment. (v) To the extent applicable, no payment hereunder this Agreement shall be accelerated interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines in good faith that any compensation or deferred unless benefits payable under this Agreement may not be either exempt from or compliant with Section 409A of the Code, the Company may adopt such acceleration amendments to this Agreement or deferral would not result in additional adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other commercially reasonable actions necessary or appropriate (A) to preserve the intended tax treatment of the compensation and benefits payable hereunder and/or preserve the economic benefits of such compensation and benefits, and/or (B) to exempt the compensation and benefits payable hereunder from Section 409A of the Code or interest pursuant to comply with the requirements of Section 409A.409A of the Code and thereby avoid the application of penalty taxes thereunder.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under Payments made pursuant to this Agreement comply with or are intended to be exempt from or otherwise comply with the provisions of Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to be in compliance therewith. (ii) Notwithstanding anything in Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the contraryextent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, any compensation or benefits payable under this Agreement upon Executive’s termination of employment the Employee shall not be payable only upon Executive’s deemed to have had a Termination unless the Employee has incurred a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) andas defined in Treasury Regulation §1.409A-1(h), except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments and amounts that would have been made otherwise be payable pursuant to Executive this Agreement during the 60 day six-month period immediately following Executivethe Employee’s Separation from Service but for the preceding sentence Termination (including Retirement) shall instead be paid to Executive on the First Payment Date and first business day after the remaining payments shall be made as provided in this Agreement. date that is six months following the Employee’s Termination (iii) Notwithstanding anything in this Agreement to or upon the contraryEmployee’s death, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for earlier). For purposes of Code Section 409A, to the extent delayed commencement applicable: (a) all payments provided hereunder shall be treated as a right to a series of any portion of the benefits separate payments and each separately identified amount Performance-Vested Restricted Stock Unit Agreement (2020) to which Executive the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except payment; (b) except as otherwise permitted under provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (d) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or otherwise comply with the requirements of Code Section 409A, no payment the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be accelerated liable to the Employee (or deferred unless such acceleration any other individual claiming a benefit through the Employee) for any tax, interest, or deferral would not penalties the Employee may owe as a result in additional tax of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or interest otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. (i) The intent of a. Notwithstanding anything to the parties is that the payments and contrary in this Agreement, no severance pay or benefits under to be paid or provided to Executive, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “pursuant to Treasury Regulation Section 409A”1.409A-1(b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s until Executive has a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation 409A. b. Any severance payments or benefits shall not under this Agreement that would be paidconsidered Deferred Payments will be paid on, or, in the case of installments, shall will not commence paymentuntil, until the 60th 61st day following Executive’s Separation separation from Service (the “First Payment Date”)service, or, if later, such time as required by Section 11.c. Any Except as required by Section 11.c, any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation separation from Service service, but for the preceding sentence shall sentence, will be paid to Executive on the First Payment Date 61st day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) c. Notwithstanding anything to the contrary in this Agreement 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 Payments, if any, that are payable within the first six months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six months and one day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive is deemed by the Company at the time of dies following Executive’s Separation separation from Service to be a “specified employee” for purposes of Section 409Aservice, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive but prior to the earlier of (i) the expiration six month anniversary of the six-month period measured 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 Executive’s Separation from Service death and all other Deferred Payments will be payable in accordance with the Company payment schedule applicable to each payment or (ii) the date of Executive’s deathbenefit. Upon the first business day following the expiration of the applicable Section 409A periodEach payment, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), installment and any remaining payments due to Executive benefit payable under this Agreement shall be paid as otherwise provided hereinis intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Executive’s right d. The foregoing provisions are intended to receive any installment be exempt from or comply with the requirements of Section 409A so that none of the severance payments under this Agreement shall and benefits to be treated as a right provided hereunder will be subject to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted the additional tax imposed under Section 409A, no payment hereunder shall and any ambiguities or ambiguous terms herein will be accelerated interpreted to be exempt or deferred unless so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such acceleration reasonable actions which are necessary, appropriate or deferral would not result in desirable to avoid imposition of any additional tax or interest income recognition prior to actual payment to Executive under Section 409A. e. Executive agrees and understands that he is not relying upon the Company or its counsel for any tax advice regarding the tax treatment of the payments made or benefits received pursuant to this Agreement and, except for any tax withholding obligation of the Company with respect to such payments, Executive agrees that he is responsible for determining the tax consequences of all such payments and benefits hereunder, including but not limited to those which may arise under Section 409A.409A of the Code, and for paying taxes, if any, that he may owe with respect to such payments or benefits. f. Notwithstanding the foregoing, this Section 11 will not apply to (1) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (2) the portion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and (3) any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Section 409A. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Code Section 409A. (i) The intent of the parties It is intended that the payments and benefits under this Agreement comply with and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions). Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) Each Award is intended to be exempt from Code Section 409A of under the short-term deferral exception set forth in Code and Section or, in the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordinglyalternative, to comply with the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.requirements of Section 409A. (iib) Notwithstanding anything in this Agreement to the contrary, any compensation Plan or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at Participant should become subject to the time 6-month delay rule of Executive’s Separation from Service to be a “specified employee” for purposes of Treasury Regulation Section 409A1.409A-1(c)(3)(v), then to the extent delayed commencement of any portion that an Award is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the benefits date of Separation From Service (as defined below), distributions with respect to which Executive any RSUs that have been deferred until such Separation From Service (or a specified period of time following such Separation From Service) may not be made before the date that is entitled six (6) months after the date of Separation From Service or, if earlier, the date of the Participant’s death. (c) Whenever a payment or distribution under this Agreement is required in order specifies a payment or distribution period with reference to avoid a prohibited distribution under Section 409Anumber of days (e.g., such portion “payment shall be made within thirty (30) days following the date the Participant’s employment terminates”), the actual date of Executive’s benefits payment within the specified period shall not be provided to Executive prior to within the earlier of (i) the expiration sole discretion of the six-month period measured from the date of Executive’s Separation from Service with the Company Company. (d) Whenever a payment or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive distribution under this Agreement specifies a payment or distribution “as soon as practicable” following a payment or distribution event, such payment or distribution shall be paid made as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement soon as practicable after such event, but not later than the fifteenth day of the third month following the calendar year in which such event occurred, and the actual date of payment within such period shall be treated as a right to receive a series within the sole discretion of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.the Company.

Code Section 409A. (i) The intent of the parties a. This Agreement is that the payments and benefits under this Agreement intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”) and), accordinglyincluding the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each separate payment or installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement in connection with a series termination of separate payments and, accordingly, each employment shall only be made if such installment payment shall at all times be considered termination of employment constitutes a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. b. Notwithstanding any other provision of this Agreement, if at the time of Executive’s termination of employment, he is a “specified employee,” determined in accordance with Section 409A, no payment hereunder any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be accelerated paid in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Executive dies before the Specified Employee Payment Date, any delayed payments shall be paid to Executive’s estate in a lump sum within one week of Executive’s death. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the calendar year immediately following the calendar year in which Executive remits the related taxes. d. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed, and all revocation periods shall have expired within 90 days after the Termination Date; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes “nonqualified deferred unless such acceleration or deferral would not result in additional tax or interest pursuant compensation” subject to Section 409A.409A, and if such 90-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.

Code Section 409A. (i) The intent This Agreement is intended to comply with Section 409 of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A Internal Revenue Code of the Code and the regulations and guidance promulgated thereunder 1986, as amended (collectively, “Section 409A”) and), accordinglyor an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement upon a series termination of separate payments and, accordingly, each such installment payment employment shall at all times only be considered made upon a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, if at the time of Executive’s separation from service, the Company determines that the Executive is a “specified employee,” within the meaning of Section 409A, no then to the extent any payment hereunder or benefit that the Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Section 409A such payment or benefit shall be accelerated paid or deferred unless provided at the date which is the earlier of (i) six (6) months and one day after such acceleration or deferral would not result in additional tax or interest separation from service and (ii) the date of the Executive’s death (“Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 409A.24 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a single lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under Payments made pursuant to this Agreement comply with or are intended to be exempt from or otherwise comply with the provisions of Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to be in compliance therewith. (ii) Notwithstanding anything in Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the contraryextent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, any compensation or benefits payable under this the Employee shall not be Retention RSU Agreement upon Executive’s termination of employment shall be payable only upon Executive’s - Ratable Vesting (2020) 11 deemed to have had a Termination unless the Employee has incurred a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) andas defined in Treasury Regulation §1.409A-1(h), except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments and amounts that would have been made otherwise be payable pursuant to Executive this Agreement during the 60 day six-month period immediately following Executivethe Employee’s Separation from Service but for the preceding sentence Termination (including retirement) shall instead be paid to Executive on the First Payment Date and first business day after the remaining payments shall be made as provided in this Agreement. date that is six months following the Employee’s Termination (iii) Notwithstanding anything in this Agreement to or upon the contraryEmployee’s death, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for earlier). For purposes of Code Section 409A, to the extent delayed commencement applicable: (a) all payments provided hereunder shall be treated as a right to a series of any portion of the benefits separate payments and each separately identified amount to which Executive the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except payment; (b) except as otherwise permitted under provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (d) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or otherwise comply with the requirements of Code Section 409A, no payment the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be accelerated liable to the Employee (or deferred unless such acceleration any other individual claiming a benefit through the Employee) for any tax, interest, or deferral would not penalties the Employee may owe as a result in additional tax of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or interest otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. (ia) This Agreement is intended to be exempt from, or otherwise comply with, Code Section 409A. The intent Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Code Section 409A; however, the parties is that the payments Company does not guarantee any particular tax effect to Executive under this Agreement, and benefits shall not be liable to Executive for any payment made under this Agreement comply with at the direction or be exempt from Section 409A consent of the Executive, which is determined to result in an additional tax, penalty or interest under Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be nor for reporting in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, good faith any compensation or benefits payable payment made under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of as an amount includible in gross income under Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement.409A. (iiib) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time a payment obligation arises on account of Executive’s Separation separation from Service to be service while Executive is a “specified employee,” for purposes of as described in Code Section 409A, to and as determined by the extent delayed commencement Company in accordance with its procedures, by which determination Executive shall be bound, any payment of any portion of the benefits to which Executive is entitled “deferred compensation” as defined under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior after giving effect to the earlier of (i) exemptions available under Code Section 409A, shall be made on the expiration first business day of the six-seventh month period measured from following the date of Executive’s Separation separation from Service with service, or, if earlier, within fifteen (15) days after the Company appointment of the personal representative or (ii) the date executor of Executive’s estate following his death. Upon . (c) To the first business day following the expiration extent that any reimbursement pursuant to this Agreement is taxable to Executive, Executive shall provide Company with documentation of the applicable Section 409A periodexpenses promptly so as to facilitate the timing of the reimbursement payments contemplated by the Agreement, all payments deferred pursuant and any reimbursement payment due to the preceding sentence Executive hereunder shall be paid in a lump sum to Executive (on or before the last day of Executive’s estate or beneficiaries), and any remaining payments due taxable year following the taxable year in which the expense was incurred. Such reimbursement obligations pursuant to Executive under this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits that Executive receives in one taxable year shall be paid as otherwise provided hereinnot affect the amount of such benefits that Executive receives in any other taxable year. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A of the Code and the regulations and applicable guidance promulgated thereunder (collectively, collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive by Code Section 409A or any damages for failing to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to comply with Code Section 409A. To the contrary, extent any compensation taxable expense reimbursement or in-kind benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with is subject to Code Section 409A, the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, amount thereof eligible in any such compensation or benefits calendar year shall not be paid, oraffect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the case last day of installmentsthe calendar year following the year in which the Executive incurred such expenses, and in no event shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in any provisions of this Agreement to the contrary, if the Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), to at the extent delayed commencement time of the Executive’s separation from service and if any portion of the payments or benefits to which be received by the Executive is entitled upon separation from service would be considered deferred compensation under this Agreement is required in order Code Section 409A and cannot be paid or provided to avoid a prohibited distribution the Executive without the Executive incurring taxes, interest or penalties under Code Section 409A, such portion of amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following the Executive’s benefits shall not separation from service will instead be provided to Executive prior to paid or made available on the earlier of (i) the expiration first business day of the six-seventh month period measured from following the date of the Executive’s Separation separation from Service with the Company service or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. . Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply to all benefits and payments provided under this Agreement by Employer to Executive: (a) The payment (or commencement of a series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive as set forth in this Agreement as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s ultimate Separation from Service. (b) If Executive is a specified employee (as determined by Employer in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Executive’s Separation from Service with Employer, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) The intent constitutes non-qualified deferred compensation (within the meaning of Section 409A of the parties Code) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting Executive to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is that payable during the payments first six months following the Separation from Service shall be paid or provided to Executive in a lump sum cash payment to be made on the earlier of (x) Executive’s death and benefits (y) the first business day of the seventh month immediately following Executive’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement comply due to a Separation from Service that is exempt from Section 409A of the Code pursuant to Treasury Regulations § 1.409A-1(b)(9)(v) will be paid or provided to Executive only to the extent that expenses are not incurred or the benefits are not provided beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the Separation from Service occurs, provided that Employer reimburses such expenses no later than the last day of the third taxable year following Executive’s taxable year in which Executive’s Separation from Service occurs. (d) It is the Parties’ intent that the payments, benefits, and entitlements to which Executive could become entitled in connection with or Executive’s employment under this Agreement be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (collectivelythereunder, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to consistent with such intent. For purposes of the contrary, any limitations on non-qualified deferred compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409ACode, such portion each payment of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments compensation under this Agreement shall be treated as a right to receive a series separate payment of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted compensation for purposes of applying the exclusion under Section 409A. Except as otherwise permitted 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A409A of the Code. (e) While the payments and benefits provided for hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no payment hereunder event whatsoever shall Company or Bank or their respective Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation payments provided for under this Agreement shall be accelerated or to Executive, except as permitted by Treasury Regulations § 1.409A-3(j)(4). (g) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code be subject to offset by any other amount unless such acceleration or deferral would not result in additional tax or interest pursuant to permitted by Section 409A.409A of the Code.

Code Section 409A. (i) The intent of This Agreement is intended to comply with Code Section 409A, and the parties is that the payments hereto agree to interpret, apply and benefits under administer this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding any other provision of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for purposes in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s “separation from service” (within the meaning of Code Section 409A), to the extent delayed commencement of any portion of the benefits to which Executive is entitled then such payment or benefit required under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive prior to in a lump-sum cash payment on the earlier of (i) the expiration first regular payroll date of the six-seventh month period measured from the date of following Executive’s Separation separation from Service with the Company service or (ii) the date of 10th business day following Executive’s death. Upon If Executive’s termination of employment hereunder does not constitute a “separation from service” within the first business meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Code Section 409A shall not be paid until Executive has experienced a “separation from service” within the meaning of Code Section 409A. In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the expiration of the applicable calendar year in which such expenses were incurred. Each severance installment contemplated under Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement 8 hereof shall be treated as a right to receive separate payment in a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.1.409A-2(b)(2)(iii).

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithcomply with this intent. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation Separation from service” Service with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits payable under this Agreement that constitute nonqualified deferred compensation subject to Section 409A and where the expiration of the Release consideration and revocation periods could occur in either of two calendar years, shall not be paid, or, in the case of installments, shall not commence payment, until in the 60th day following Executive’s Separation from Service later year (the “First Delayed Payment Date”). Any installment payments that would have been made to Executive during prior to the 60 day period immediately following Executive’s Separation from Service Delayed Payment Date but for the preceding sentence shall be paid to Executive on the First Delayed Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” under Section 409A, (a) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (b) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (c) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (vi) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” under Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (vii) In no event whatsoever shall the Company or any Affiliate be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any no benefits deemed deferred compensation or benefits subject to Section 409A of the Code, shall be payable under pursuant to Section 7 of this Agreement upon unless Executive’s termination of employment shall be payable only upon Executive’s constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”) and, except as provided belowunder Section 12(g)(ii) of this Agreement, any such compensation or termination benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”)Service. Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to US-DOCS\119697748.5 Executive on the First Payment Date sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement. (iiiii) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (iA) the expiration of the six-month six‑month period measured from the date of Executive’s Separation from Service with the Company or (iiB) the date of Executive’s ’ s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section 12(g)(ii) shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iii) To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (iv) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), Executive’s right to receive any the installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409Apayment. (v) To the extent applicable, no payment hereunder this Agreement shall be accelerated interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines in good faith that any compensation or deferred unless benefits payable under this Agreement may not be either exempt from or compliant with Section 409A of the Code, the Company may adopt such acceleration amendments to this Agreement or deferral would not result in additional adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other commercially reasonable actions necessary or appropriate (A) to preserve the intended tax treatment of the compensation and benefits payable hereunder and/or preserve the economic benefits of such compensation and benefits, and/or (B) to exempt the compensation and benefits payable hereunder from Section 409A of the Code or interest pursuant to comply with the requirements of Section 409A.409A of the Code and thereby avoid the application of penalty taxes thereunder.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A of the Code and the regulations and applicable guidance promulgated thereunder (collectively, collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Edinburg by Code Section 409A or any damages for failing to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to comply with Code Section 409A. To the contrary, extent any compensation taxable expense reimbursement or in-kind benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with is subject to Code Section 409A, the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, amount thereof eligible in any such compensation or benefits calendar year shall not be paid, oraffect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the case last day of installmentsthe calendar year following the year in which Edinburg incurred such expenses, and in no event shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in any provisions of this Agreement to the contrary, if Executive Edinburg is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), to at the extent delayed commencement time of Edinburg’s separation from service and if any portion of the payments or benefits to which Executive is entitled be received by Edinburg upon separation from service would be considered deferred compensation under this Agreement is required in order Code Section 409A and cannot be paid or provided to avoid a prohibited distribution Edinburg without Edinburg incurring taxes, interest or penalties under Code Section 409A, such portion of Executive’s amounts that would otherwise be payable pursuant to this Agreement and benefits shall not that would otherwise be provided pursuant to Executive prior to this Agreement, in each case, during the six-month period immediately following Edinburg’s separation from service will instead be paid or made available on the earlier of (i) the expiration first business day of the six-seventh month period measured from following the date of ExecutiveEdinburg’s Separation separation from Service with the Company service or (ii) the date of ExecutiveEdinburg’s death. Upon For purposes of this Agreement, the first business day following the expiration right to a series of the applicable Section 409A period, all installment payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid treated as otherwise provided herein. (iv) Executive’s the right to receive any installment a series of separate payments under this Agreement and shall not be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.single payment.

Code Section 409A. (i) The intent of the parties a. This Agreement is that the payments and benefits under this Agreement intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”) and), accordinglyincluding the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be 13 excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each separate payment or installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement in connection with a series termination of separate payments and, accordingly, each employment shall only be made if such installment payment shall at all times be considered termination of employment constitutes a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. b. Notwithstanding any other provision of this Agreement, if at the time of Executive’s termination of employment, he is a “specified employee,” determined in accordance with Section 409A, no payment hereunder any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be accelerated paid in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Executive dies before the Specified Employee Payment Date, any delayed payments shall be paid to Executive’s estate in a lump sum within one week of Executive’s death. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the calendar year immediately following the calendar year in which Executive remits the related taxes. d. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within 90 days after the Termination Date; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes “nonqualified deferred unless such acceleration or deferral would not result in additional tax or interest pursuant compensation” subject to Section 409A.409A, and if such 90-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.

Code Section 409A. (i) The Notwithstanding 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, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to Executive on or within the six (6) month period following Executive’s 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. (ii) It is the intent of this Agreement to comply with the parties is 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. (iii) Notwithstanding any other provisions of this Agreement, Executive’s receipt of severance payments and benefits under this Agreement comply with or be exempt from Section 409A of is conditioned upon Executive signing and not revoking the Code Release and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, subject to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Release becoming effective within sixty (ii60) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon days following Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment DateRelease Period”). Any installment payments that would have been made to Executive 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 60 day period immediately following Release Period. In the event Executive’s Separation separation from Service but for the preceding sentence shall be paid to Executive service occurs on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement or after November 1 of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409Ayear, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall any delayed severance will be paid in a lump sum arrears on the first payroll date to Executive (occur during the following calendar year, or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid such later time as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to required by Section 409A.

Code Section 409A. (i) The intent of the parties a. This Agreement is that the payments and benefits under this Agreement intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”) and), accordinglyincluding the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each separate payment or installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement in connection with a series termination of separate payments and, accordingly, each employment shall only be made if such installment payment shall at all times be considered termination of employment constitutes a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. b. Notwithstanding any other provision of this Agreement, if at the time of Executive’s termination of employment, he is a “specified employee,” determined in accordance with Section 409A, no payment hereunder any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be accelerated paid in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Executive dies before the Specified Employee Payment Date, any delayed payments shall be paid to Executive’s estate in a lump sum within one week of Executive’s death. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the calendar year immediately following the calendar year in which Executive remits the related taxes. d. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within 90 days after the Termination Date; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes “nonqualified deferred unless such acceleration or deferral would not result in additional tax or interest pursuant compensation” subject to Section 409A.409A, and if such 90-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under Payments made pursuant to this Agreement comply with or are intended to be exempt from or otherwise to comply with the provisions of Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to be in compliance therewith. Code Performance-Vested Restricted Stock Unit Agreement (ii2017) Notwithstanding anything in Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the contraryextent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, any compensation or benefits payable under this Agreement upon Executive’s termination of employment the Employee shall not be payable only upon Executive’s deemed to have had a Termination unless the Employee has incurred a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) andas defined in Treasury Regulation §1.409A-1(h), except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments and amounts that would have been made otherwise be payable pursuant to Executive this Agreement during the 60 day six-month period immediately following Executivethe Employee’s Separation from Service but for the preceding sentence Termination (including Retirement) shall instead be paid to Executive on the First Payment Date and first business day after the remaining payments shall be made as provided in this Agreement. date that is six months following the Employee’s Termination (iii) Notwithstanding anything in this Agreement to or upon the contraryEmployee’s death, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for earlier). For purposes of Code Section 409A, to the extent delayed commencement applicable: (a) all payments provided hereunder shall be treated as a right to a series of any portion of the benefits separate payments and each separately identified amount to which Executive the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except payment; (b) except as otherwise permitted under provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (d) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, no payment the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be accelerated liable to the Employee (or deferred unless such acceleration any other individual claiming a benefit through the Employee) for any tax, interest, or deferral would not penalties the Employee may owe as a result in additional tax of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or interest otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) Service and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th thirtieth (30th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during prior to the 60 day period immediately following Executive’s Separation from Service First Payment Date but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, to the extent required to ensure that any compensation or benefits payable under this Agreement to Executive that is designated under this Agreement as payable upon Executive’s termination of employment comply with or satisfy an exemption from Section 409A of the Code, such compensation and benefits shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th thirtieth (30th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 thirty (30) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, in the event any portion of Executive’s cash severance payable pursuant to Section 2 did not satisfy an exemption from Section 409A prior to the Effective Date and does not satisfy an exemption from Section 409A at the time of Executive’s Qualifying Termination, then the timing of such portion of the cash severance that remains subject to Section 409A shall be paid in accordance with the payment timing provisions set forth in the Employment Agreement. In addition, in the event a Change in Control does not constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5), any portion of Executive’s cash severance payable pursuant to Section 2(b) that does not satisfy an exemption from Section 409A shall be paid at the same time and in the same manner as the related cash severance would have been paid under Section 2(a).

Code Section 409A. (ia) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be If you are a “specified employee” for purposes within the meaning of Treasury Regulation Section 409A, to the extent delayed commencement of any portion 1.409A-1(i) as of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409Adate of your separation from employment with the Company, such portion of Executive’s benefits you shall not be provided entitled to Executive prior to any Severance Payment until the earlier of (i) the expiration of the six-month period measured date which is six (6) months after your separation from the date of Executive’s Separation from Service employment with the Company for any reason other than death, or (ii) the date of Executive’s the your death. Upon the first business day following the expiration The provisions of the applicable Section 409A periodthis paragraph shall only apply if, all payments deferred pursuant and to the preceding sentence shall be paid in a lump sum extent, required to Executive (or Executive’s estate or beneficiaries)avoid the imputation of any tax, and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax penalty or interest pursuant to Section 409A.409A of the Code. Any amounts otherwise payable to you upon or in the six (6) month period following your separation from employment with the Company that are not so paid by reason of this Section (a) shall be paid (without interest) as soon as practicable (and in all events within twenty (20) days) after the date that is six (6) months after your separation from employment with the Company (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of your death). (b) To the extent that any reimbursements or any benefits provided to you by the Company are taxable to you, any reimbursement payment due you shall be paid to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred. You agree to provide prompt notice to the Company of any such expenses (and any other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the Company’s timely reimbursement of the same. Any reimbursements to which you may be entitled are not subject to liquidation or exchange for another benefit. (c) It is intended that any amounts payable under this Agreement and the Company’s and your exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) If and to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) Executive will promptly submit reimbursement requests and all such expenses or other reimbursements hereunder will be made on or prior to the last day of Executive’s taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (iii) the amount of expenses eligible for reimbursement, or the in-kind benefits provided, during any taxable year of Executive will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year of Executive, and (iv) any reimbursement will be for expenses incurred during the period of time specified in this Agreement and if no time period is specified, will be for expenses incurred during Executive’s lifetime.

Code Section 409A. (ia) The intent If upon the expiration of the parties Initial Term the Executive terminates his employment with the Corporation under the circumstances described in Section 2, and as of the date of his termination of employment, the Executive is that the payments and benefits under this Agreement comply with or be exempt from a “specified employee,” as defined in Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and), accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits Executive shall not be paid, or, in the case of installments, shall not commence payment, entitled to any payments under Sections 5.3(b)(i) and 5.3(b)(ii) until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration date which is six months after his termination of the six-month period measured from the date of Executive’s Separation from Service with the Company employment, or (ii) the date of the Executive’s death. Upon At the first business day following end of such six-month period (or upon the expiration of Executive’s death during the applicable six-month period), the payments under Section 409A period, all payments deferred pursuant to the preceding sentence 5.3(b)(i) and Section 5.3(b)(ii) shall be paid as soon as feasible in a lump sum sum. (b) If, after April 1, 2008, (i) the Executive terminates his employment with the Corporation under circumstances satisfying any of subsections (i) through (iv) of the definition of Good Reason set forth in Section 5.5(d)), or (ii) the Corporation terminates the Executive’s employment without Cause, and in either case as of the date of his termination of employment the Executive is a “specified employee,” the payments to Executive during the period ending on the earlier of (A) the date which is six months after his termination of employment or (B) the date of his death shall not exceed the “Interim Payment Limit,” as defined below. The Interim Payment Limit is two times the lesser of (aa) Executive’s estate annualized compensation from the Corporation for calendar 2007, or beneficiaries(bb) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17). Payments up to the Interim Payment Limit shall first be made as that portion (up to 100%) of the lump sum payment under Section 5.3(b)(ii) that does not exceed the Interim Payment Limit, and any remaining payments due of continued salary under Section 5.3(b)(i) up to Executive the Interim Payment Limit shall be shall be paid according to the Corporation’s customary payroll practices. At the end of such six-month period (or upon the Executive’s death during the six-month period), any remaining unpaid amounts under this Agreement Section 5.3(b)(i) and Section 5.3(b)(ii) shall be paid as otherwise provided hereinsoon as feasible in a lump sum. (ivc) Executive’s right The provisions of this Section 5.7 are intended to receive any installment payments under this Agreement satisfy Code Section 409A and the regulations thereunder, and shall be treated as interpreted and applied in a right to receive a series of separate payments and, accordingly, each manner consistent with Code Section 409A and such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.regulations.

Code Section 409A. (i) The intent of a. Notwithstanding anything to the parties is that the payments and contrary in this Agreement, no severance pay or benefits under to be paid or provided to Employee, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “pursuant to Treasury Regulation Section 409A”1.409A-1(b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s until Employee has a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation 409A. b. Any severance payments or benefits shall not under this Agreement that would be paidconsidered Deferred Payments will be paid on, or, in the case of installments, shall will not commence paymentuntil, until the 60th sixty first (61st) day following ExecutiveEmployee’s Separation separation from Service (the “First Payment Date”service, or, if later, such time as required by Section 11(c). Any Except as required by Section 11(c), any installment payments that would have been made to Executive Employee during the 60 sixty (60) day period immediately following ExecutiveEmployee’s Separation separation from Service service, but for the preceding sentence shall sentence, will be paid to Executive Employee on the First Payment Date sixty first (61st) day following Employee’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) c. Notwithstanding anything to the contrary in this Agreement Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six months and one day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive Employee dies following Employee’s separation from service, but prior to the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable, but no later than (60) days after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is deemed by the Company at the time of Executive’s Separation from Service intended to be constitute a “specified employee” separate payment for purposes of Section 409A, 1.409A-2(b)(2) of the Treasury Regulations. d. The foregoing provisions are intended to be exempt from or 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 extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such portion reasonable actions which are necessary, appropriate or desirable to avoid imposition of Executive’s benefits shall not be provided to Executive any additional tax or income recognition prior to actual payment to Employee under Section 409A. e. Employee agrees and understands that he is not relying upon the earlier Company or its counsel for any tax advice regarding the tax treatment of the payments made or benefits received pursuant to this Agreement and, except for any tax withholding obligation of the Company with respect to such payments, Employee agrees that he is responsible for determining the tax consequences of all such payments and benefits hereunder, including but not limited to those which may arise under Section 409A of the Code, and for paying taxes, if any, that he may owe with respect to such payments or benefits. Notwithstanding the foregoing, the Company agrees that it shall operate this Agreement in accordance with its terms and in a manner intended to comply with Section 409A of the Code or an exemption therefrom. f. Notwithstanding the foregoing, this Section 11 will not apply to (i) all payments on separation from service that satisfy the expiration short-term deferral rule of the six-month period measured from the date of Executive’s Separation from Service with the Company or Treas. Reg. §1.409A-1(b)(4), (ii) the date of Executive’s death. Upon the first business day following the expiration portion of the applicable Section 409A period, all payments deferred pursuant on separation from service that satisfy the requirements for separation pay due to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiariesan involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and (iii) any remaining payments due to Executive under this Agreement shall be paid as that are otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series exempt from the six month delay requirement of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted the Treasury Regulations under Section 409A. Except as otherwise permitted under Section 409ANotwithstanding anything to the contrary herein, no payment hereunder shall be accelerated except to the extent any expense, reimbursement or deferred unless such acceleration or deferral would not result in additional tax or interest in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A.409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee in any other calendar year, (y) the reimbursements for expenses for which Employee is entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply to all benefits and payments provided under this Agreement by Employer to Executive: (a) The payment (or commencement of a series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive as set forth in this Agreement as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s ultimate Separation from Service. (b) If Executive is a specified employee (as determined by Employer in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Executive’s Separation from Service with Employer, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) The intent constitutes non-qualified deferred compensation (within the meaning of Section 409A of the parties Code) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting Executive to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is that payable during the payments first six months following the Separation from Service shall be paid or provided to Executive in a lump sum cash payment to be made on the earlier of (A) Executive’s death and benefits (B) the first business day of the seventh month immediately following Executive’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement comply due to a Separation from Service that is exempt from Section 409A of the Code pursuant to Treasury Regulations § 1.409A-1(b)(9)(v) will be paid or provided to Executive only to the extent that expenses are not incurred or the benefits are not provided beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the Separation from Service occurs, provided that Employer reimburses such expenses no later than the last day of the third taxable year following Executive’s taxable year in which Executive’s Separation from Service occurs. (d) It is the Parties’ intent that the payments, benefits, and entitlements to which Executive could become entitled in connection with or Executive’s employment under this Agreement be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (collectivelythereunder, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to consistent with such intent. For purposes of the contrary, any limitations on non-qualified deferred compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409ACode, such portion each payment of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments compensation under this Agreement shall be treated as a right to receive a series separate payment of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted compensation for purposes of applying the exclusion under Section 409A. Except as otherwise permitted 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A409A of the Code. (e) While the payments and benefits provided for hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no payment hereunder event whatsoever shall Company or Bank or their respective Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation payments provided for under this Agreement shall be accelerated or to Executive, except as permitted by Treasury Regulations § 1.409A-3(j)(4). (g) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code be subject to offset by any other amount unless such acceleration or deferral would not result in additional tax or interest pursuant to permitted by Section 409A.409A of the Code.

Code Section 409A. (a) Notwithstanding any provision to the contrary in this Agreement (other than Part Five – 3(b) below), no payments, benefits or reimbursements to which the Executive otherwise becomes entitled under Part Two or Part Three of this Agreement (other than reimbursement of Coverage Costs during the applicable period of COBRA coverage) shall be made or provided to the Executive prior to the earlier of (i) The intent the first business day of the parties is that seventh month following the payments and benefits under this Agreement comply with or be exempt from Section 409A date of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service or (ii) the “First Payment Date”). Any installment payments that would have been made to Executive during date of the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrarydeath, if the Executive is deemed by the Company at the time of Executive’s such Separation from Service to be a “specified employee” for purposes within the meaning of that term under Code Section 409A, to 416(i) and the extent Corporation’s stock is publicly traded on an established securities market and such delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is otherwise required in order to avoid a prohibited distribution under Code Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death409A(a)(2). Upon the first business day following the expiration of the applicable Section 409A deferral period, all payments payments, benefits and reimbursements deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the preceding sentence absence of such deferral) shall be paid or made to the Executive in a lump sum to Executive (or Executive’s estate or beneficiaries)sum, and any remaining payments payments, benefits and reimbursements due to Executive under this Agreement shall be paid as otherwise or provided in accordance with the normal payment dates specified for them herein. (iva) for the period beginning on the April 1 of the following calendar year and ending on the March 31 of the next year thereafter. (b) The six (6) month holdback set forth in the subsection Part Five – 3 (a) above shall not be applicable to (i) any severance payments under Part Two or Part Three of this Agreement that qualify as Short-Term Deferral Payments and (ii) any remaining portion of the severance payments due the Executive under Part Two or Part Three of this Agreement to the extent (I) that the dollar amount of those payments does not exceed two (2) times the lesser of (x) the Executive’s right annualized compensation (based on the Executive’s annual rate of pay for the calendar year preceding the calendar year of the Executive’s Separation from Service, adjusted to receive reflect any installment payments increase during that calendar year which was expected to continue indefinitely had Executive’s Separation from Service not occurred) or (y) the maximum amount of compensation that may be taken into account under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest qualified plan pursuant to Section 409A.401(a)(17) of the Code for the year in which the Executive’s Separation from Service occurs, and (II) such severance payments are to be made to the Executive no later than the last day of the second calendar year following the calendar year in which the Separation from Service occurs.

Code Section 409A. ​ (ia) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code (the “Code”), and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (iib) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iiic) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (ix) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (iiy) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (ivd) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (e) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s US-DOCS\78557680.1 Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. (ia) The intent of the parties is that the payments and benefits under this Agreement comply with or be are exempt from Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithwith or exempt from Code Section 409A; provided, however that in no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A. (b) To the extent that Executive is a “specified employee” (as such term is defined under Code Section 409A) as of the date of termination, the severance pay set forth in this Section shall commence six months after the date of the date of separation from service (the “Six-Month Delay”). Payments to which Executive would otherwise be entitled during the Six Month Delay will be accumulated and paid on the first day of the seventh month following the date of termination. Notwithstanding the preceding sentence, to the maximum extent permitted under Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) (or any similar or successor provisions), during the period of the Six-Month Delay, the Company will pay Executive an amount equal to the lesser of (i) the total Severance Benefits payable at the times prescribed under Section 4(b)(iii) and (ii) two times the lesser of (A) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Code Section 401(a)(17) for the year in which the Termination Date occurs, and (B) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the taxable year of Executive preceding the taxable year of Executive in which Executive’s Termination Date occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive had not had a Termination Date). Such payments will be made during the period of the Six-Month Delay, as scheduled under this Section. (iic) Notwithstanding anything in this Agreement to the contraryFor purposes of Code Section 409A, any compensation or benefits payable under this Agreement upon Executive’s termination payment of employment “deferred compensation” due to Executive solely as a result of his Termination shall be payable only upon Executive’s if Executive has had a “separation from service” with the Company within the meaning of as defined in Treasury Regulation Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”1.409-1(h). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iiid) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Code Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under pursuant to this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payments. Whenever a payment as permitted under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A. Except as 409A be subject to offset by any other amount unless otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to by Code Section 409A.

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, to the extent required to ensure that any compensation or benefits payable under this Agreement to Executive that is designated under this Agreement as payable upon Executive’s termination of employment or otherwise references a date of termination, comply with or satisfy an exemption from Section 409A of the Code, such compensation and benefits shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th thirtieth (30th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 thirty (30) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, in the event a Change in Control does not constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5), any portion of Executive’s cash severance payable pursuant to Section 2(b) that does not satisfy an exemption from Section 409A shall be paid at the same time and in the same manner as the related cash severance would have been paid under Section 2(a).

Code Section 409A. (i) The intent of the parties patties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “"Section 409A”") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s 's termination of employment shall be payable only upon Executive’s “'s "separation from service” " with the Company within the meaning of Section 409A (a “"Separation from Service”") and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s 's Separation from Service (the “"First Payment Date”"). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s 's Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s 's Separation from Service to be a “"specified employee” " for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s 's benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s 's Separation from Service with the Company or (ii) the date of Executive’s 's death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s 's estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s 's right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under Payments made pursuant to this Agreement comply with or are intended to be exempt from or otherwise to comply with the provisions of Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to be in compliance therewith. (ii) Notwithstanding anything in Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the contraryextent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, any compensation or benefits payable under this Agreement upon Executive’s termination of employment the Employee shall not be payable only upon Executive’s deemed to have had a Termination unless the Employee has incurred a “separation from service” with the Company within the meaning of Section 409A as defined in Treasury Regulation §1.409A-1(h), and Performance-Vested Restricted Stock Unit Agreement (a “Separation from Service”2018) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments amounts that would have been made otherwise be payable pursuant to Executive this Agreement during the 60 day six-month period immediately following Executivethe Employee’s Separation from Service but for the preceding sentence Termination (including Retirement) shall instead be paid to Executive on the First Payment Date and first business day after the remaining payments shall be made as provided in this Agreement. date that is six months following the Employee’s Termination (iii) Notwithstanding anything in this Agreement to or upon the contraryEmployee’s death, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for earlier). For purposes of Code Section 409A, to the extent delayed commencement applicable: (a) all payments provided hereunder shall be treated as a right to a series of any portion of the benefits separate payments and each separately identified amount to which Executive the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except payment; (b) except as otherwise permitted under provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (d) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, no payment the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be accelerated liable to the Employee (or deferred unless such acceleration any other individual claiming a benefit through the Employee) for any tax, interest, or deferral would not penalties the Employee may owe as a result in additional tax of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or interest otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. (ia) The intent of Employee is advised to consult with Employee’s own tax advisors related to all tax matters related this Agreement and any compensation or benefits from the parties Company or its affiliates. It is intended that this Agreement and the payments and benefits under this Agreement comply with or hereunder shall either be exempt from Section or comply with the requirements of Internal Revenue Code section 409A of the Code and the regulations Treasury Regulations and others guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) ExecutiveEmployee’s right to receive any installment payments under pursuant to this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payments. In the event that any payment as permitted under Section 409A. Except as otherwise permitted under provided pursuant to this Agreement is subject to Section 409A, no payment hereunder the applicable terms of this Agreement shall be accelerated interpreted in a manner that complies with Section 409A to the fullest extent possible. The parties agree to modify this Agreement or deferred unless such acceleration or deferral would the timing of any payment (but not result in additional tax the amount) to the extent necessary to comply with Section 409A and avoid application of any taxes, penalties, or interest pursuant thereunder. Notwithstanding the foregoing, to the extent that this Agreement or any payment under this Agreement shall be deemed not to comply with Section 409A, then the Company and its affiliates and their respective owners, directors, employees, and agents shall not be liable to Employee in anyway. (b) Notwithstanding anything to the contrary in this Agreement, if the stock of the Company (or any other corporation, trade or business that would be treated as a single employer with the Company under Sections 414(b) or (c) of the Internal Revenue Code is publicly traded on an established securities market on the date of the Employee’s termination of employment and the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code as of such date, then no payments under this Agreement to the extent they are subject to Section 409A.409A shall be made to the Employee before the earlier of the date which is six months after the date of the Employee’s termination of employment or the date of the Employee’s death. Any such payments that would otherwise have been made to the Employee under this Agreement during such period shall be accumulated without interest and paid to the Employee on the earlier of such dates.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply to all benefits and payments provided under this Agreement by Employer to Executive: (a) The payment (or commencement of a series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive as set forth in this Agreement as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s ultimate Separation from Service. (b) If Executive is a specified employee (as determined by Employer in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Executive’s Separation from Service with Employer, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) The intent constitutes non-qualified deferred compensation (within the meaning of Section 409A of the parties Code) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting Executive to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is that payable during the payments first six months following the Separation from Service shall be paid or provided to Executive in a lump sum cash payment to be made on the earlier of (A) Executive’s death and benefits (B) the first business day of the seventh month immediately following Executive’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement comply due to a Separation from Service that is exempt from Section 409A of the Code pursuant to Treasury Regulations § 1.409A-1(b)(9)(v) will be paid or provided to Executive only to the extent that expenses are not incurred or the benefits are not provided beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the Separation from Service occurs, provided that Employer reimburses such expenses no later than the last day of the third taxable year following Executive’s taxable year in which Executive’s Separation from Service occurs. (d) It is the Parties’ intent that the payments, benefits, and entitlements to which Executive could become entitled in connection with or Executive’s employment under this Agreement be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (collectivelythereunder, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to consistent with such intent. For purposes of the contrary, any limitations on non-qualified deferred compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409ACode, such portion each payment of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments compensation under this Agreement shall be treated as a right to receive a series separate payment of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted compensation for purposes of applying the exclusion under Section 409A. Except as otherwise permitted 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A409A of the Code. (e) While the payments and benefits provided for hereunder are intended to be structured in a manner to avoid the imposition of any penalty taxes under Section 409A of the Code, in no payment hereunder event whatsoever will Company or Bank or their respective Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation payments provided for under this Agreement shall be accelerated or to Executive, except as permitted by Treasury Regulations § 1.409A-3(j)(4). (g) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code be subject to offset by any other amount unless such acceleration or deferral would not result in additional tax or interest pursuant to permitted by Section 409A.409A of the Code.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. (i) The Executive and Company agree that it is the intent of the parties is that the payments and benefits under this Agreement shall comply with or be exempt from Section 409A of the U.S. Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance accordance therewith. (ii) Notwithstanding anything in . To the extent any provisions of this Agreement do not comply with Code Section 409A, the parties will make such changes as are mutually agreed upon in order to comply with Code Section 409A. Notwithstanding any other provision with respect to the contrary, any compensation or benefits payable timing of payments under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement necessary to comply with the requirements of Code Section 409A, any portion of the benefits payments to which Executive is may become entitled under this Agreement is required in order which are subject to avoid a prohibited distribution under Code Section 409A, such portion of Executive’s benefits shall 409A (and not be provided to Executive prior to the earlier of otherwise exempt from its application) that are payable (i) in a lump sum within six months following the expiration date of termination will be withheld until the first business day after the six-month period measured from anniversary of the date of Executive’s Separation from Service with termination, at which time Executive shall be paid the Company or amount of such lump sum payments in a lump sum and (ii) in installments within six months following the date of Executive’s death. Upon termination will be withheld until the first business day following after the expiration six-month anniversary of the applicable Section 409A perioddate of termination, all payments deferred pursuant to the preceding sentence at which time Executive shall be paid the aggregate amount of such installment payments in a lump sum to Executive (or Executive’s estate or beneficiaries)sum, and any remaining after the first business day of the seventh month following the date of termination and continuing each month thereafter, Executive shall be paid the regular payments otherwise due to Executive under this Agreement in accordance with the payment terms and schedule set forth herein. In no event whatsoever shall Company be paid as otherwise provided herein. (iv) Executive’s right liable for any tax, interest or penalties that may be imposed on Executive by Code Section 409A or any damages for failing to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to comply with Code Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code 409A, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithaccordance with this intent. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, ). If the period during which Executive may deliver the Release begins in one year and ends in the case next, then to the extent required to comply with Section 409A, payments under Section 2 of installments, shall not this Agreement will in all events commence payment, until only in the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreementlater year. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. (ia) The intent It is the intention of both the parties is Company and Executive that the payments benefits and benefits under rights to which Executive could be entitled pursuant to this Agreement comply with or be exempt from Code Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permittedpossible or, to the extent they are not exempt from Code Section 409A, that they be compliant with Code Section 409A, and the provisions of this Agreement shall be interpreted construed in a manner consistent with that intention. If and to the extent required to comply with Code Section 409A, no payment or benefit required to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable paid under this Agreement upon on account of termination of Executive’s termination of employment shall be payable only upon Executive’s made unless and until Executive incurs a “separation from service” with the Company within the meaning of Code Section 409A (a “Separation from Service”) and, except as provided below, 409A. Notwithstanding any such compensation or benefits shall not be paid, or, in the case provisions of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if the Executive is deemed a “specified Executive” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by the Company in compliance with Code Section 409A) at the time of Executive’s Separation separation from Service to be a “specified employee” for purposes service (within the meaning of Code Section 409A, to the extent delayed commencement of ) and if any portion of the payments or benefits to which be received by the Executive is entitled upon separation from service would be considered deferred compensation under Code Section 409A (that does not qualify for an exemption from Code Section 409A), any such deferred compensation amounts that would otherwise be payable pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of during the six (6)-month period immediately following the Executive’s separation from service and any such benefits shall not that would be deferred compensation and that would otherwise be provided pursuant to Executive prior to this Agreement during the six (6)-month period immediately following the Executive’s separation from service shall instead be paid or made available on the earlier of of: (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration six (6)-month anniversary of the applicable Section 409A period, all payments deferred pursuant to date of the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate separation from service or beneficiaries), and any remaining payments due to Executive (ii) Executive’s death. Each payment under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall will be treated as a right to receive a series separate payment for purposes of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under To the extent that any payments made or benefits provided pursuant to this Agreement are reimbursements or in-kind payments, to the extent necessary to comply with Code Section 409A, the amount of such payments or benefits during any calendar year will not affect the amounts or benefits provided in any other calendar year, the payment date will in no event be later than the last day of the calendar year immediately following the calendar year in which an expense was incurred, and the right to any such payments or benefits will not be subject to liquidation or exchange for another payment hereunder or benefit. (b) Notwithstanding anything to the contrary, the Company does not make any representation to Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Code Section 409A, and the Company shall be accelerated have no liability or deferred unless such acceleration other obligation to indemnify or deferral would not result hold harmless Executive or any beneficiary of Executive for any tax, additional tax, interest or penalties that Executive or any beneficiary of Executive may incur in additional tax the event that any provision of this Agreement or interest pursuant any other action taken with respect thereto is deemed to violate any of the requirements of Code Section 409A.

Code Section 409A. (i) a. To the extent that any taxable reimbursements of expenses are provided under Section 3, they shall be made in accordance with Internal Revenue Code Section 409A, including the following provisions: i. The intent amount of any such expense reimbursement provided during one of Executive's tax years shall not affect any expenses eligible for reimbursement in any other taxable year; ii. The reimbursement of the parties is eligible expense shall be made no later than the last day of Executive's tax year that immediately follows the year in which the expense was incurred; and iii. Executive's right to any reimbursement shall not be subject to liquidation or exchange for another benefit or payment. b. Notwithstanding anything to the contrary in this Agreement, no severance payments and or benefits under payable to Executive, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the "Deferred Payments") will be payable until Executive has a "separation from service" within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder pursuant to Treasury Regulation Section 1.409A-l (collectively, “Section 409A”b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s “until Executive has a "separation from service” with " within the Company meaning of Section 409A. c. Further, if Executive is a "specified employee" within the meaning of Section 409A at the time of separation from service (a “Separation from Service”) and, except as provided belowother than due to death), any such compensation Deferred Payments that otherwise are payable within the first six (6) months following Executive's separation from service will become payable on the first payroll date that occurs on or benefits shall not after the date six (6) months and one (1) day following the date of Executive's separation from service. All subsequent Deferred Payments, if any, will be paid, orpayable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the case event of installments, shall not commence payment, until the 60th day Executive's death following Executive’s Separation 's separation from Service service but prior to the six (6) month anniversary of Executive's separation 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 “First Payment Date”)date of Executive's death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A2(b)(2) of the Treasury Regulations. d. Any severance payment that satisfies the requirements of the "short-term deferral" rule set forth in Section 1.409A-l(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of the Agreement. Any installment payments severance payment that would have been qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-l(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of the Agreement. For purposes of this paragraph, "Section 409A Limit" will mean the lesser of two (2) times: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during the 60 day period immediately following Executive’s Separation from Service but for Company's taxable year preceding the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time Company's taxable year of Executive’s Separation 's separation from service as determined under Treasury Regulation Section 1.409A-l(b)(9)(iii)(A)(l) and any Internal Revenue Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service guidance issued with the Company respect thereto; or (ii) the date of Executive’s death. Upon the first business day following the expiration maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(l7) of the applicable Code for the year in which Executive's employment is terminated. e. The foregoing provisions are intended to comply with the requirements of Section 409A period, all so that none of the severance payments deferred pursuant and benefits to be provided under the Agreement will be subject to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted additional tax imposed under Section 409A, no payment hereunder shall and any ambiguities herein will be accelerated interpreted to so comply. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or deferred unless such acceleration or deferral would not result in desirable to avoid imposition of any additional tax or interest pursuant income recognition prior to actual payment to Executive under Section 409A.

Code Section 409A. (ia) The intent of Notwithstanding any provision to the parties contrary in this Agreement, no amount that is that the payments and benefits under this Agreement comply with or be exempt from deemed deferred compensation subject to Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted payable pursuant to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Section 2 unless Executive’s termination of employment shall be payable only upon Executive’s “constitutes a separation from service” with the Company service within the meaning of Treasury Regulation Section 409A 1.409A-1h (a “Separation from Service”) and, except as provided under Section 6.13(b) below, any such compensation or benefits amount shall not be paid, or, or in the case of installments, shall not commence paymentto be paid, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”)Service. Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement., subject to the last sentence of Section 2.1(a). US-DOCS\101036725.3 (iiib) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, if Executive is deemed by the Company at the time of Executive’s Separation separation from Service service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (ix) the expiration of the six-month six (6)-month period measured from the date of Executive’s Separation from Service with the Company or (iiy) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section 6.13(b) shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (ivc) To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (d) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 409A. Except as 1.409A-2(b)(2)(iii). (e) The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Code, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder would otherwise permitted be taxable to Executive under Section 409A, no payment hereunder shall be accelerated the Company may adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or deferred unless appropriate to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes under such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.Section. US-DOCS\101036725.3

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, to the extent required to ensure that any compensation or benefits payable under this Agreement to Executive that is designated under this Agreement as payable upon Executive’s termination of employment comply with or satisfy an exemption from Section 409A of the Code, such compensation and benefits shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th thirtieth (30th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 thirty (30) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.409A. ny-1300922 v3 (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, in the event any portion of Executive’s cash severance payable pursuant to Section 2 did not satisfy an exemption from Section 409A prior to the Original Effective Date and does not satisfy an exemption from Section 409A at the time of Executive’s Qualifying Termination, then the timing of such portion of the cash severance that remains subject to Section 409A shall be paid in accordance with the payment timing provisions set forth in the Employment Agreement. In addition, in the event a Change in Control does not constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5), any portion of Executive’s cash severance payable pursuant to Section 2(b) that does not satisfy an exemption from Section 409A shall be paid at the same time and in the same manner as the related cash severance would have been paid under Section 2(a).

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any no benefits deemed deferred compensation or benefits subject to Section 409A of the Code, shall be payable under pursuant to Section 7 of this Agreement upon unless Executive’s termination of employment shall be payable only upon Executive’s constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”) and, except as provided belowunder Section 12(g)(ii) of this Agreement, any such compensation or termination benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”)Service. Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to US-DOCS\119697752.7 Executive on the First Payment Date sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement. (iiiii) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (iA) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (iiB) the date of Executive’s ’ s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section 12(g)(ii) shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iii) To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (iv) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any the installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409Apayment. (v) To the extent applicable, no payment hereunder this Agreement shall be accelerated interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines in good faith that any compensation or deferred unless benefits payable under this Agreement may not be either exempt from or compliant with Section 409A of the Code, the Company may adopt such acceleration amendments to this Agreement or deferral would not result in additional adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other commercially reasonable actions necessary or appropriate (A) to preserve the intended tax treatment of the compensation and benefits payable hereunder and/or preserve the economic benefits of such compensation and benefits, and/or (B) to exempt the compensation and benefits payable hereunder from Section 409A of the Code or interest pursuant to comply with the requirements of Section 409A.409A of the Code and thereby avoid the application of penalty taxes thereunder.

Code Section 409A. (i) The intent of a. Notwithstanding anything to the parties is that the payments and contrary in this Agreement, no severance pay or benefits under to be paid or provided to Executive, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “pursuant to Treasury Regulation Section 409A”1.409A-1(b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s until Executive has a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation 409A. b. Any severance payments or benefits shall not under this Agreement that would be paidconsidered Deferred Payments will be paid on, or, in the case of installments, shall will not commence paymentuntil, until the 60th 61st day following Executive’s Separation separation from Service (the “First Payment Date”)service, or, if later, such time as required by Section 11.c. Any Except as required by Section 11.c, any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation separation from Service service, but for the preceding sentence shall sentence, will be paid to Executive on the First Payment Date 61st day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) c. Notwithstanding anything to the contrary in this Agreement 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 Payments, if any, that are payable within the first six months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six months and one day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive is deemed by the Company at the time of dies following Executive’s Separation separation from Service to be a “specified employee” for purposes of Section 409Aservice, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive but prior to the earlier of (i) the expiration six month anniversary of the six-month period measured 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 Executive’s Separation from Service death and all other Deferred Payments will be payable in accordance with the Company payment schedule applicable to each payment or (ii) the date of Executive’s deathbenefit. Upon the first business day following the expiration of the applicable Section 409A periodEach payment, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), installment and any remaining payments due to Executive benefit payable under this Agreement shall be paid as otherwise provided hereinis intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Executive’s right d. The foregoing provisions are intended to receive any installment be exempt from or comply with the requirements of Section 409A so that none of the severance payments under this Agreement shall and benefits to be treated as a right provided hereunder will be subject to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted the additional tax imposed under Section 409A, no payment hereunder shall and any ambiguities or ambiguous terms herein will be accelerated interpreted to be exempt or deferred unless so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such acceleration reasonable actions which are necessary, appropriate or deferral would not result in desirable to avoid imposition of any additional tax or interest income recognition prior to actual payment to Executive under Section 409A. e. Executive agrees and understands that he is not relying upon the Company or its counsel for any tax advice regarding the tax treatment of the payments made or benefits received pursuant to this Agreement and, except for any tax withholding obligation of the Company with respect to such payments, Executive agrees that he is responsible for determining the tax consequences of all such payments and benefits hereunder, including but not limited to those which may arise under Section 409A.409A of the Code, and for paying taxes, if any, that he may owe with respect to such payments or benefits. f. Notwithstanding the foregoing, this Section 11 will not apply to (1) all payments on separation from service that satisfy the short term deferral rule of Treas. Reg. §1.409A-1(b)(4), (2) the portion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and (3) any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Section 409A. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Code Section 409A. (i) i. The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithcomply with this intent. (ii) . Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation Separation from service” Service with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits payable under this Agreement that constitute nonqualified deferred compensation subject to Section 409A and where the expiration of the Release consideration and revocation periods could occur in either of two calendar years, shall not be paid, or, in the case of installments, shall not commence payment, until in the 60th day following Executive’s Separation from Service later year (the “First Delayed Payment Date”). Any installment payments that would have been made to Executive during prior to the 60 day period immediately following Executive’s Separation from Service Delayed Payment Date but for the preceding sentence shall be paid to Executive on the First Delayed Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) . Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) . Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. v. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” under Section 409A, (a) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (b) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (c) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. vi. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” under Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. vii. In no event whatsoever shall the Company or any Affiliate be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “"Section 409A”") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s 's termination of employment shall be payable only upon Executive’s “'s "separation from service” " with the Company within the meaning of Section 409A (a “"Separation from Service”") and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s 's Separation from Service (the “"First Payment Date”"). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s 's Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s 's Separation from Service to be a “"specified employee” " for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s 's benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s 's Separation from Service with the Company or (ii) the date of Executive’s 's death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s 's estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s 's right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (ia) The Executive and the Company agree that it is the intent of the parties is that the payments and benefits under this Agreement shall comply with or be exempt from Section 409A of the U.S. Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance accordance therewith. (ii) Notwithstanding anything in . To the extent any provisions of this Agreement do not comply with Code Section 409A, the parties will make such changes as are mutually agreed upon in order to comply with Code Section 409A. Notwithstanding any other provision with respect to the contrary, any compensation or benefits payable timing of payments under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement necessary to comply with the requirements of Code Section 409A, any portion of the benefits payments to which Executive is may become entitled under this Agreement is required in order which are subject to avoid a prohibited distribution under Code Section 409A, such portion of Executive’s benefits shall 409A (and not be provided to Executive prior to the earlier of otherwise exempt from its application) that are payable (i) in a lump sum within six months following the expiration date of termination will be withheld until the first business day after the six-month period measured from anniversary of the date of Executive’s Separation from Service with termination, at which time Executive shall be paid the Company or amount of such lump sum payments in a lump sum and (ii) in installments within six months following the date of Executive’s death. Upon termination will be withheld until the first business day following after the expiration six-month anniversary of the applicable Section 409A perioddate of termination, all payments deferred pursuant to the preceding sentence at which time Executive shall be paid the aggregate amount of such installment payments in a lump sum to Executive (or Executive’s estate or beneficiaries)sum, and any remaining after the first business day of the seventh month following the date of termination and continuing each month thereafter, Executive shall be paid the regular payments otherwise due to Executive under in accordance with the payment terms and schedule set forth herein. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Executive by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) In the case of any reimbursement to Executive pursuant to this Agreement shall Agreement, such reimbursement will be paid as otherwise provided hereinmade reasonably promptly following Executive’s submission of a request for reimbursement. Any reimbursement by the Company during any taxable year of Executive will not affect any reimbursement by the Company in another taxable year of Executive. Any right to reimbursement is not subject to liquidation or exchange for another benefit. (ivc) Executive’s right to receive any installment payments For purposes of the limitations on nonqualified deferred compensation under Code Section 409A, each payment of deferred compensation under this Agreement shall be treated as a separate payment of deferred compensation. In addition, to the extent that the right to receive a series any payment (including the provision of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under benefits) hereunder provides for the deferral of compensation within the meaning of Code Section 409A, no payment hereunder shall references to Executive’s “termination” or “resignation” of employment will be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant construed to mean Executive’s “separation from service” within the meaning of Code Section 409A.409A(a)(2)(A)(i).

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (iia) Notwithstanding anything to the contrary in this Agreement to Amended Agreement, no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s Employee has a “separation from service” with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment DateSection 409A”). Any installment In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then the severance benefits payable to the Employee under this Amended Agreement, if any, and any other severance payments or separation benefits that would have been made may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to Executive the Employee on or within the six (6) month period following the Employee’s separation from service will accrue during the 60 day such six (6) month period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive and will become payable in a lump sum payment (less any applicable tax withholdings) on the First Payment Date date six (6) months and one (1) day following the remaining payments shall date of the Employee’s separation from service. All subsequent payments, if any, will be made as provided payable in this Agreement. (iii) accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything in this Agreement herein to the contrary, if Executive the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable tax withholdings) 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. (b) This provision is deemed by intended to comply with the Company at requirements of Section 409A so that none of the time of Executive’s Separation from Service severance payments and benefits to be a “specified employee” for purposes of Section 409A, provided hereunder will be subject to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution additional tax imposed under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due ambiguities herein will be interpreted to Executive under so comply. The Corporation and the Employee agree to work together in good faith to consider amendments to this Amended Agreement shall be paid as otherwise provided herein. (iv) Executive’s right and to receive take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant income recognition prior to actual payment to the Employee under Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code Code, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) Service and, except as provided below, any such compensation or benefits described in Section 2 shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (v) Executive’s right to receive any installment payments under this Agreement Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with with, or be exempt from from, Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) . Notwithstanding anything in any provision of this Agreement to the contrary, in the event that Executive is a “specified employee” within the meaning of 409A (as determined in accordance with the methodology established by Xxxxxxx-Xxxxxxxx as in effect on the Date of Termination) (a “Specified Employee”), any compensation payments or benefits that are considered non-qualified deferred compensation under 409A payable under this Agreement upon Executive’s termination on account of employment a “separation from service”, in each case, during the six-month period immediately following the Date of Termination shall instead be payable only upon paid, or provided, as the case may be, as soon as practicable following the first business day after the date that is six months following Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Delayed Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under pursuant to this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted under Section 409A. Except as otherwise permitted under Section by 409A, no payment hereunder (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be accelerated made on or deferred unless such acceleration or deferral would not result before the last day of Executive’s taxable year following the taxable year in additional tax or interest pursuant to Section 409A.which the expense occurred.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iiia) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a any amount or benefit that would constitute “specified employeedeferred compensation” for purposes of Section 409A409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service, then if and to the extent delayed commencement of any portion of the benefits necessary to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under comply with Code Section 409A: (i) if the payment or distribution of such amount or benefit is payable in a lump sum, such portion payment or distribution will be delayed until the first day following the six-month anniversary of Executive’s benefits shall not separation from service, and (ii) if the payment or distribution of such amount or benefit is payable over time, the amount that would otherwise be provided to Executive prior to the earlier of (i) the expiration of payable during the six-month period measured immediately following Executive’s separation from service will be accumulated and paid to Executive on the date first day following the six-month anniversary of Executive’s Separation separation from Service with service, whereupon the normal payment or distribution schedule will resume. In the case of any such delayed payment, the Company or shall pay interest on the deferred amount at 100% of the short-term applicable federal rate as in effect for the month in which the Date of Termination occurred (the “AFR”). (b) Notwithstanding anything in this Agreement to the contrary, if and to the extent necessary to comply with Code Section 409A: (i) for the first six months of the Welfare Benefits Continuation Period, Executive shall pay the full cost of provision of health insurance coverage provided by the Company to Executive and Executive’s dependant family members under this Agreement, (ii) on the date first day following the six-month anniversary of Executive’s death. Upon separation from service, the Company will reimburse Executive for the cost of such first business day following six-months coverage that would otherwise have been payable or otherwise contributed by the expiration Company, plus interest at the AFR, and (iii) thereafter, the Company will resume its obligations to provide such coverage for the remainder of the applicable Section 409A periodWelfare Benefits Continuation Period, all payments deferred pursuant to as provided in the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided hereinAgreement. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties is intend that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with Code Section 409A. The parties agree not to be in compliance therewith. (ii) take any position inconsistent with the preceding sentence for any reporting purposes, whether internal or external, and to cause their affiliates, agents, successors and assigns not to take any such inconsistent position. Notwithstanding anything in this Agreement to the contrary, any compensation payments or benefits due hereunder that constitute non-exempt “deferred compensation” (as defined in Code Section 409A) that are otherwise payable under this Agreement upon by reason of the Executive’s termination of employment shall will not be payable only upon Executive’s paid or provided to the Executive until the Executive has undergone a “separation from service” with the Company within the meaning of (as defined in Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”409A). Any installment payments that would have been made to Executive during If, and only if, the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of (as defined in Code Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under ) and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is required in order to avoid a prohibited distribution under Section 409A, such portion of paid within six (6) months after the Executive’s benefits separation from service, then such payment or benefit shall not be provided to Executive prior to the earlier of paid (ior commence) the expiration of during the six-month period measured immediately following the Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payment or benefits that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Code Section 409A shall instead be paid to the Executive in a lump-sum cash payment on the first day following the termination of such six-month period or, if earlier, within ten days following the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) The Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. Except as otherwise Notwithstanding anything herein to the contrary, if the payment to the Executive of any amount hereunder is contingent upon the Executive’s execution of a Release and the period of time in which the Executive is permitted under to execute the Release begins in one calendar year and ends in the following calendar year, then, to the extent required by Code Section 409A, any such amount that, but for this sentence, would have been paid to the Executive in the first such calendar year will be delayed and paid to the Executive on the first regular payroll date of the Company in the second calendar year, with any subsequent payments to be made as if no payment hereunder such delay had occurred. If the Executive is entitled to any reimbursement of expenses or in-kind benefits that are includable in the Executive’s federal gross taxable income, the amount of such expenses reimbursable or in-kind benefits provided in any one calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits to be accelerated provided in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. The Executive’s right to reimbursement of expenses or deferred unless such acceleration in-kind benefits under this Agreement shall not be subject to liquidation or deferral would not exchange for another benefit. None of the Company, its Affiliates or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by the Executive as a result in additional tax or interest pursuant to of the application of Code Section 409A.

Code Section 409A. (i) The intent Payments in respect of the parties is Executive’s Termination of Employment under the Agreement are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). As a result, (a) any payments that become vested as a result of the Executive’s Termination of Employment under the Agreement that are made on or before the 15th day of the third month of the calendar year following the calendar year of the Executive’s Termination of Employment, and (b) any additional payments that are made on or before the last day of the second calendar year following the year of the Executive’s Termination of Employment and benefits do not exceed the lesser of two times Base Salary or two times the limit under this Agreement comply with or be Code Section 401(a)(17) then in effect, and (c) the payment of medical expenses within the applicable COBRA period, are exempt from the requirements of Code Section 409A. If the Executive is designated as a “specified employee” within the meaning of Code Section 409A of the Code (and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordinglyCompany is publicly traded on any securities market), to the maximum extent permitted, this Agreement shall be interpreted that any deferred compensation payments to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to made during the contrary, any compensation or benefits payable under this Agreement upon first six month period following Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with exceed such exempt amounts, the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to withheld and the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion amount of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall withheld will be paid in a lump sum to Executive (or sum, without interest, during the seventh month after Executive’s estate or beneficiaries)termination; provided, and however, that if the Executive dies prior to the expiration of such six month period, payment to the Executive’s beneficiary shall be made as soon as practicable following the Executive’s death. The Company shall identify in writing delivered to the Executive any remaining payments due it reasonably determines are subject to Executive delay under this Agreement Section 16. In no event shall be paid as otherwise provided herein. (iv) Executive’s right the Company have any liability or obligation with respect to receive any installment payments under this Agreement shall be treated taxes for which the Executive may become liable as a right to receive a series result of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to the application of Code Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under Payments made pursuant to this Agreement comply with or are intended to be exempt from or otherwise to comply with the provisions of Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to be in compliance therewith. (ii) Notwithstanding anything in Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the contraryextent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, any compensation or benefits payable under this Agreement upon Executive’s termination of employment the Employee shall not be payable only upon Executive’s deemed to have had a Termination unless the Employee has incurred a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) andas defined in Treasury Regulation §1.409A-1(h), except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments and amounts that would have been made otherwise be payable pursuant to Executive this Agreement during the 60 day six-month period immediately following Executivethe Employee’s Separation from Service but for the preceding sentence Termination (including Retirement) shall instead be paid to Executive on the First Payment Date and first business day after the remaining payments shall be made as provided in this Agreement. date that is six months following the Employee’s Termination (iii) Notwithstanding anything in this Agreement to or upon the contraryEmployee’s death, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for earlier). For purposes of Code Section 409A, to the extent delayed commencement applicable: (a) all payments provided hereunder shall be treated as a right to a series of any portion of the benefits separate payments and each separately identified amount Performance-Vested Restricted Stock Unit Agreement (2019) to which Executive the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except payment; (b) except as otherwise permitted under provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (d) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, no payment the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be accelerated liable to the Employee (or deferred unless such acceleration any other individual claiming a benefit through the Employee) for any tax, interest, or deferral would not penalties the Employee may owe as a result in additional tax of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or interest otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. (i) The intent of a. Notwithstanding anything to the parties is that the payments and contrary in this Agreement, no severance pay or benefits under to be paid or provided to Executive, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “pursuant to Treasury Regulation Section 409A”1.409A-1(b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s until Executive has a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation 409A. b. Any severance payments or benefits shall not under this Agreement that would be paidconsidered Deferred Payments will be paid on, or, in the case of installments, shall will not commence paymentuntil, until the 60th sixty first (61st) day following Executive’s Separation separation from Service (the “First Payment Date”service, or, if later, such time as required by Section 9(c). Any Except as required by Section 9(c), any installment payments that would have been made to Executive during the 60 sixty ( 60) day period immediately following Executive’s Separation separation from Service service, but for the preceding sentence shall sentence, will be paid to Executive on the First Payment Date sixty first (61st) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) c. Notwithstanding anything to the contrary in this Agreement 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 Payments, if any, that are payable within the first six months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six months and one day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive is deemed by the Company at the time of dies following Executive’s Separation separation from Service to be a “specified employee” for purposes of Section 409Aservice, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive but prior to the earlier of (i) the expiration six month anniversary of the six-month period measured 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 Executive’s Separation death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment 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. d. The foregoing provisions are intended to be exempt from Service or 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 or ambiguous terms herein will be interpreted to be exempt or 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. Executive agrees and understands that he is not relying upon the Company or its counsel for any tax advice regarding the tax treatment of the payments made or benefits received pursuant to this Agreement and, except for any tax withholding obligation of the Company with respect to such payments, Executive agrees that he is responsible for determining the tax consequences of all such payments and benefits hereunder, including but not limited to those which may arise under Section 409A of the Code, and for paying taxes, if any, that he may owe with respect to such payments or benefits. f. Notwithstanding the foregoing, this Section 9 will not apply to (i) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (ii) the date of Executive’s death. Upon the first business day following the expiration portion of the applicable Section 409A period, all payments deferred pursuant on separation from service that satisfy the requirements for separation pay due to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiariesan involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and (iii) any remaining payments due to Executive under this Agreement shall be paid as that are otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series exempt from the six month delay requirement of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted the Treasury Regulations under Section 409A. Except as otherwise permitted under Section 409ANotwithstanding anything to the contrary herein, no payment hereunder shall be accelerated except to the extent any expense, reimbursement or deferred unless such acceleration or deferral would not result in additional tax or interest in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A.409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.