Common use of Code Section 409A Clause in Contracts

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated interpretative guidance thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, including the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind benefits provided under this distributions, and shall be administered accordingly. The Agreement shall be made or provided in accordance construed and interpreted with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefitsuch intent. (b) To the extent required by payments under Section 6(d) are subject to Code Section 409A409A and the Executive is a Specified Employee (as defined below) as of the Date of Termination, and notwithstanding any other provision of this Agreement distributions to the contraryExecutive may not be made before the date that is six months after the date of the Date of Termination or, no payment if earlier, the date of Non-Qualified Deferred Compensation the Executive’s death (the “Six Month Delay Rule”). The term “Specified Employee” has the meaning given to that term in Code Section 409A and Treas. Reg. §1.409A-1(c)(i) (or other similar or successor provisions). Payments to which the Executive would otherwise be entitled during the first six months following the Date of Termination (the “Six Month Delay”) will be provided toaccumulated and paid on the first day of the seventh month following the Date of Termination. Notwithstanding the Six Month Delay Rule set forth in this Section 8(b), to the maximum extent permitted under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) (or with respect toany similar or successor provision), during the Six Month Delay, the Employee on account Company will provide the payments set forth in Section 6(d)(i) above, but in no event will the amount of his separation from service until such payments exceed during the first Six Month Delay an amount equal to occur two times the lesser of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is maximum amount that may be taken into account under a “specified employee” (as defined under qualified plan pursuant to Code Section 409A(a)(2)(B)(i401(a)(17) and the regulations promulgated thereunder) in for the year in which the Date of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company Termination occurs and (ii) the first instance sum of the 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 the taxable year of the Executive in which the Executive’s Date of Termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if the Executive had not had a “separation from service” with Date of Termination), provided that amounts paid under this sentence will count toward, and will not be in addition to, the Companytotal payment amount required to be made to the Executive by the Company under Section 6(d)(i) above. Notwithstanding the Six Month Delay Rule set forth in this Section 8(b), as such term is defined in to the maximum extent permitted under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(v) (or any similar or successor provision), the Company will provide the payments set forth in Section 1.409A-1(h6(d)(ii). (d, if not otherwise excepted from Code Section 409A, to the extent such payments do not exceed the applicable dollar amount under Code Section 402(g)(1)(B) The preceding provisions for the year in which the Date of Termination occurs; provided that amounts paid under this paragraph 13 shall sentence will count toward, and will not be construed as a guarantee in addition to, the total payment amount required to be made to the Executive by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.6(d)(ii) above.

Code Section 409A. (a) This It is the intention of the parties that the provisions of this Agreement is intended to comply with the requirements of the short-term deferral exception of Section 409A of the Internal Revenue Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of 1986this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. (b) If and to the extent this Agreement may be deemed to create an arrangement subject to the requirements of Code Section 409A, then the following provisions shall apply: · No Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of Service shall actually be issued or distributed to Participant until the date of the Participant’s Separation from Service due to such cessation of Service or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in which such Separation from Service occurs or (ii) the fifteenth day of the third calendar month following the date of such Separation from Service. · No Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of the Participant’s Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as amended (determined by the “Code”Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Payments The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of Non-Qualified Deferred Compensation the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Corporation receives proof of Participant’s death. · No amounts that vest and become payable under Paragraph 5 of this Agreement by reason of a Change in Control shall be distributed to the Participant at the time of such Change in Control, unless that transaction also qualifies as such term is defined a change in control event under Code Section 409A and the regulations promulgated Treasury Regulations thereunder) may only . In the absence of such a qualifying change in control, the distribution shall not be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first date or dates on which those amounts are to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed be distributed pursuant to the Normal Vesting Schedule or (to the extent applicable) the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholdingParagraph 5(c) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A..

Code Section 409A. (a) This Agreement is intended to comply with meet the requirements of Section 409A of the Internal Revenue Code, and shall be interpreted and construed consistent with that intent. Each payment provided hereunder, whether part of the Severance Benefit or otherwise, is intended to be a separate payment for purposes of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2). (b) Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of 1986, as amended the Executive’s Separation from Service (the “CodeSeparation Date”). Payments , then no payment of Nonnon-Qualified Deferred Compensation qualified deferred compensation (as such term is defined under Code within the meaning of Section 409A and of the regulations promulgated thereunderCode) may only otherwise to be made under this Agreement upon an event and in as a manner permitted by Code Section 409A. For purposes result of Code Section 409A, the right to a series of installment payments under this Agreement Executive’s Separation from Service shall be treated as a right made or commence during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to a series the Executive during this period shall instead be paid to the Executive on the first day of separate payments. All the first calendar month following the end of such six-month period. (ii) Payments with respect to reimbursements and of expenses or benefits or provision of fringe or other in-kind benefits provided under this Agreement shall be made on or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentencecalendar year. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Code Section 409A and shall be construed accordingly. Any payments or distributions to be made to Executive under this Agreement upon a separation from service of amounts classified as “nonqualified deferred compensation” for purposes of Code Section 409A, and not exempt from Code Section 409A, shall in no event be made or commence until six months after Executive’s Section 409A Separation from Service. Any reference to a payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the Internal Revenue short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations. Each payment under this Agreement (whether of 1986cash, property or benefits) shall be treated as a separate payment for purposes of Code Section 409A. Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period, as amended (required by Code Section 409(A), but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, will be the Code Section 409A “Codepayment date” or “payment period”). Payments of Non-Qualified Deferred Compensation (as such term is defined , and actual payment will be made no later than the latest date permitted under Code Section 409A and the regulations promulgated thereunder) may only be thereunder (generally, by the later of the end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made under pursuant to this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of are reimbursements exempt from Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, such payments during a any calendar year may shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, provided in any other calendar year, (iii) and the reimbursement of an eligible expense will right to any such payments shall not be made subject to liquidation or exchange for another benefit or payment. As required by Code Section 409A, but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, the payment date for any reimbursements shall in no event be later than the last day of the calendar year immediately following the calendar year in which the reimbursed expense in was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement It is intended to that any amounts payable under this Agreement and the German American’s and Employee’s exercise of authority or discretion hereunder shall be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Employee to the payment of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined any interest or additional tax imposed under Code Section 409A and of the regulations promulgated thereunderCode. In furtherance of this intent, (a) may only be made under this Agreement upon an event and for any amount payable in a manner permitted by Code Section 409A. For purposes of Code Section 409Atwo or more installments, the right to a series of each installment payments under this Agreement shall be treated as a right separate payment, (b) if, due to a series of separate payments. All reimbursements and in-kind benefits provided the circumstances giving rise to any lump sum payment or payments under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, the date of payment or the commencement of such payments thereof must be delayed for six months following Employee’s separation from service in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (iib) each payment which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the amount second taxable year. With regard to any provision herein that provides for reimbursement of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, benefits: (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (ivi) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance amount of a “separation from service” with expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the Companyexpenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 provided that the foregoing shall not be construed as violated with regard to expenses covered by Code Section 105(h) that are subject to a guarantee by the Company of any particular tax effect limit related to the Employee under this Agreement, under any plan period in which the arrangement is in effect. Any expense or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any reimbursement payment made under pursuant to this Agreement or under any such other plan, program program, agreement or agreement as an amount includible arrangement of the German American referred to herein, shall be made on or before the last day of the taxable year following the taxable year in gross income which such expense or other payment to be reimbursed is incurred. To the extent that any Treasury regulations, guidance or changes to Section 409A would result in the Employee becoming subject to interest and additional tax under Section 409A of the Code, the German American and Employee agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the regulations promulgated thereunder) may only Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive’s other compensation, to be made under this Agreement upon an event and in a manner permitted by exempt from or to comply with the requirements of Section 409A of the Code Section 409A. For purposes of Code Section 409A, to the right to a series of installment payments extent applicable. Each payment under this Agreement shall be treated as a right separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to a series be made under this Agreement. If the Executive dies following the Date of separate paymentsTermination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within thirty (30) calendar days after the date of the Executive’s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A of the Code, including, where applicablewithout limitation, the requirement that (i) any reimbursement is in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses incurred during at least ten (10) calendar days before the period end of time specified the calendar year next following the calendar year in this Agreement, which such fees and expenses were incurred; (ii) the amount of expenses available for reimbursement, in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits provided, during a calendar year may not affect that the expenses eligible for reimbursement, Company is obligated to pay or in-kind benefits provided, provide in any other calendar year, ; (iii) the reimbursement of an eligible expense will Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be made no later than the last day of the calendar year following the year in which the expense in incurred, liquidated or exchanged for any other benefit; and (iv) in no event shall the right Company’s obligations to reimbursement make such reimbursements or to provide such in-kind benefits is not subject apply later than the Executive’s remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to liquidation or exchange for another benefit. (b) To a “change of control” but within the extent required time period permitted by Code the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A409A of the Code, so as to avoid the imposition of taxes and notwithstanding penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement to Agreement, in the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, event that the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he Executive is a “specified employee” (as defined under Code within the meaning of Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately preceding sentence following the Date of Termination shall instead be paid paid, with interest on any delayed payment at the applicable federal rate provided for in a lump sum Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (subject to all applicable withholding6) promptly months following the first to occur Date of the two dates specified in such immediately preceding sentenceTermination. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with meet the requirements of Section 409A of the Internal Revenue Code, and shall be interpreted and construed consistent with that intent. Each payment provided hereunder, whether part of a severance benefit or otherwise, is intended to be a separate payment for purposes of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2). (b) Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder or under any other plan or agreement of the Corporation or any Corporation affiliate covering Executive, provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of 1986, as amended the Executive’s Separation from Service (within the meaning of Section 409A of the Code) (the “CodeSeparation Date”). Payments , then no payment of Nonnon-Qualified Deferred Compensation qualified deferred compensation (as such term is defined under Code within the meaning of Section 409A and of the regulations promulgated thereunderCode) may only otherwise to be made under this Agreement upon an event and in as a manner permitted by Code Section 409A. For purposes result of Code Section 409A, the right to a series of installment payments under this Agreement Executive’s Separation from Service shall be treated as a right made or commence during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to a series the Executive during this period shall instead be paid to the Executive on the first day of separate payments. All the first calendar month following the end of such six-month period. (ii) Payments with respect to reimbursements and of expenses or benefits or provision of fringe or other in-kind benefits provided under this Agreement shall be made on or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentencecalendar year. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Code Section 409A and shall be construed accordingly. Any payments or distributions to be made to Executive under this Agreement upon a separation from service of amounts classified as “nonqualified deferred compensation” for purposes of Code Section 409A, and not exempt from Code Section 409A, shall in no event be made or commence until six months after Executive’s Section 409A Separation from Service. Any reference to a payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the Internal Revenue short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations. Each payment under this Agreement (whether of 1986cash, property or benefits) shall be treated as a separate payment for purposes of Code Section 409A. Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period, as amended (required by Code Section 409(A), but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, will be the Code Section 409A “Codepayment date” or “payment period”). Payments of Non-Qualified Deferred Compensation (as such term is defined , and actual payment will be made no later than the latest date permitted under Code Section 409A and the regulations promulgated thereunder) may only be thereunder (generally, by the later of the end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made under pursuant to this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of are reimbursements exempt from Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, such payments during a any calendar year may shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, provided in any other calendar year, (iii) and the reimbursement of an eligible expense will right to any such payments shall not be made subject to liquidation or exchange for another benefit or payment. As required by Code Section 409A, but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, the payment date for any reimbursements shall in no event be later than the last day of the calendar year immediately following the calendar year in which the reimbursed expense in incurredwas incurred or, for purposes of Sections 7(c)(iii)(B) and (ivC) above, the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To calendar year in which the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement Excise Tax must be remitted to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentencegovernmental taxing authority. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with meet the requirements of Section 409A of the Internal Revenue Code, and shall be interpreted and construed consistent with that intent. Each payment provided hereunder, whether part of a severance benefit or otherwise, is intended to be a separate payment for purposes of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2). (b) Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder or under any other plan or agreement of the Corporation or any Affiliate of the Corporation covering Executive, provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of 1986, as amended the Executive’s Separation from Service (within the meaning of Section 409A of the Code) (the “CodeSeparation Date”). Payments , then no payment of Nonnon-Qualified Deferred Compensation qualified deferred compensation (as such term is defined under Code within the meaning of Section 409A and of the regulations promulgated thereunderCode) may only otherwise to be made under this Agreement upon an event and in as a manner permitted by Code Section 409A. For purposes result of Code Section 409A, the right to a series of installment payments under this Agreement Executive’s Separation from Service shall be treated as a right made or commence during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to a series the Executive during this period shall instead be paid to the Executive on the first day of separate payments. All the first calendar month following the end of such six-month period. (ii) Payments with respect to reimbursements and of expenses or benefits or provision of fringe or other in-kind benefits provided under this Agreement shall be made on or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentencecalendar year. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (ai) This Agreement Release is not intended to comply with the requirements provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code Code, and, accordingly, the amounts payable hereunder shall be paid no later than the later of: (A) the fifteenth (15th) day of 1986the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are no longer subject to substantial risk of forfeiture, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided determined in accordance with Code Section 409A including, where applicable, and any Treasury Regulations and other guidance issued thereunder. Each series of installment payments made under this Release is hereby designated as a series of “separate payments” within the requirement that (i) any reimbursement is for expenses incurred during meaning of Section 409A of the period of time specified in this Agreement, Code. (ii) To the amount extent applicable, this Release shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. To the extent that any provision of the Release is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Release shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iii) Any reimbursement of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will payable under this Release shall be made no later than in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of the calendar Executive’s taxable year following the taxable year in which Executive incurred the expense in incurred, and (iv) expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s will not affect the right to amount eligible for reimbursement or in-kind benefits is payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for another any other benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the regulations promulgated thereunder) may only Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive’s other compensation, to be made under this Agreement upon an event and in a manner permitted by exempt from or to comply with the requirements of Section 409A of the Code Section 409A. For purposes of Code Section 409A, to the right to a series of installment payments extent applicable. Each payment under this Agreement shall be treated as a right separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to a series be made under this Agreement. If the Executive dies following the Date of separate paymentsTermination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within thirty (30) calendar days after the date of the Executive’s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A of the Code, including, where applicablewithout limitation, the requirement that (i) any reimbursement is in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses incurred during at least ten (10) calendar days before the period end of time specified the calendar year next following the calendar year in this Agreement, which such fees and expenses were incurred; (ii) the amount of expenses available for reimbursement, in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits provided, during a calendar year may not affect that the expenses eligible for reimbursement, Company is obligated to pay or in-kind benefits provided, provide in any other calendar year, ; (iii) the reimbursement of an eligible expense will Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be made no later than the last day of the calendar year following the year in which the expense in incurred, liquidated or exchanged for any other benefit; and (iv) in no event shall the right Company’s obligations to reimbursement make such reimbursements or to provide such in-kind benefits is not subject apply later than the Executive’s remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). The Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409AExecutive, and notwithstanding any other provision in order to cause the provisions of this Agreement to comply with the contrary, no payment requirements of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date Section 409A of the Employee’s death or (ii) Code, so as to avoid the date which is one day after imposition of taxes and penalties on the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed Executive pursuant to the provisions Section 409A of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentenceCode. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement It is intended to that any amounts payable under this Agreement and the Employer’s and Employee’s exercise of authority or discretion hereunder shall be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Employee to the payment of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined any interest or additional tax imposed under Code Section 409A and of the regulations promulgated thereunderCode. In furtherance of this intent, (a) may only be made under this Agreement upon an event and for any amount payable in a manner permitted by Code Section 409A. For purposes of Code Section 409Atwo or more installments, the right to a series of each installment payments under this Agreement shall be treated as a right separate payment, (b) if, due to a series of separate payments. All reimbursements and in-kind benefits provided the circumstances giving rise to any lump sum payment or payments under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, the date of payment or the commencement of such payments thereof must be delayed for six months following Employee’s separation from service in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (iib) each payment which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the amount second taxable year. With regard to any provision herein that provides for reimbursement of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, benefits: (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (ivi) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance amount of a “separation from service” with expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the Companyexpenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 provided that the foregoing shall not be construed as violated with regard to expenses covered by Code Section 105(h) that are subject to a guarantee by the Company of any particular tax effect limit related to the Employee under this Agreement, under any plan period in which the arrangement is in effect. Any expense or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any reimbursement payment made under pursuant to this Agreement or under any such other plan, program program, agreement or agreement as an amount includible arrangement of the Employer referred to herein, shall be made on or before the last day of the taxable year following the taxable year in gross income which such expense or other payment to be reimbursed is incurred. To the extent that any Treasury regulations, guidance or changes to Section 409A would result in the Employee becoming subject to interest and additional tax under Section 409A of the Code, the Employer and Employee agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A.

Code Section 409A. (a) This Agreement It is intended to comply that payments and benefits provided under this Agreement shall be in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under or exempt from Code Section 409A and the regulations promulgated and guidance thereunder, and the terms of this Agreement are to be interpreted and construed accordingly. Each payment (including each payment in a series of payments) may only be made under this Agreement upon an event and in shall each be treated as a manner permitted by Code Section 409A. For separate payment for purposes of Code Section 409A, and the right terms “termination”, “termination of employment”, and phrases of like kind are intended to a series mean “separation from service” as defined by Code Section 409A. To the extent the payment is subject to Code Section 409A, in no event may Executive, directly or indirectly, designate the calendar year of installment payments any payment to be made under this Agreement. To the extent the time period for the Executive to sign and not revoke a release pursuant to Section 3(b) or Section 4(c) of this Agreement spans two calendar years, the payment or payments, to the extent subject to Code Section 409A, shall always commence in the second calendar year. In no event will the Company be treated as a right responsible for any Code Section 409A tax or penalty owed by the Executive or Executive’s spouse or beneficiary, with regard to a series of separate paymentsany payment or benefit provided for under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute “nonqualified deferred compensation” within the meaning of Code Section 409A shall be made or provided in accordance with the requirements under Code Section 409A including409A, where applicableincluding that: (a) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred, provided that Executive has submitted an invoice for such fees or expenses at least 30 days before the requirement that end of the calendar year next following the calendar year in which such fees and expenses were incurred and complied with all Company policies regarding such reimbursements; (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (iib) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a or expenses that the Company is obligated to provide or pay in any given calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any (other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined medical reimbursements described in Treas. Reg. Section 1.409A-1(h1.409A-3(i)(1)(iv)(B). ) shall not affect the in-kind benefits or expenses eligible for reimbursement that the Company is obligated to provide or pay in any other calendar year; (c) the Executive’s right to have the Company pay or provide such reimbursement and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the periods set forth in this agreement. The preceding provisions benefits provided in Sections 3(b)(iii) and 4(c)(iii) of this paragraph 13 Agreement shall not only be construed as a guarantee by provided to the extent that the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not determines that such benefit will be liable to the Employee for any additional tax, penalty or interest imposed nondiscriminatory under Code Section 409A nor for reporting in good faith 105(h) and any payment made nondiscrimination requirements applied under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.the Affordable Care Act.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986with, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under or be exempt from, Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements interpreted consistent therewith and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, without resulting in any other calendar year, (iii) increase in the reimbursement of an eligible expense will be made no later than amounts owed hereunder by the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding Company. Notwithstanding any other provision of this Agreement to the contrary, no if Recipient is a "specified employee" within the meaning of Code Section 409A and the 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 Recipient’s "separation from service" (within the meaning of NonCode Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his month period immediately following Recipient’s separation from service until except as provided in the first 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 occur Recipient in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the Employeeseventh month following the month in which the Recipient’s death separation from service occurs or (ii) the date which is one 10th business day after the six (6) month anniversary following Recipient’s death. If Recipient’s termination of his employment hereunder does not constitute a "separation from service, and in either case only if he is a “specified employee” (as defined under " within the meaning of Code Section 409A(a)(2)(B)(i) 409A, then any amounts payable hereunder on account of a termination of Recipient’s employment and the regulations promulgated thereunder) in the year of his which are subject to Code Section 409A shall not be paid until Recipient has experienced a "separation from service. Any ", or other permitted payment that is delayed pursuant event, within the meaning of Code Section 409A. If the 60 day Release period covers two taxable years, then to the provisions extent required by Code Section 409A, any portion of the immediately preceding sentence shall instead Aggregate Settlement Amount that otherwise would be paid in a lump sum (subject to all applicable withholding) promptly following the such first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company taxable year instead shall be withheld until the Employee incurs both (i) a termination of his employment relationship with and paid in such second taxable year. Neither the Company and (ii) nor any of its Subsidiaries or affiliates shall have any liability or obligation to Recipient in the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under event that this Agreement does not comply with, or under any such other planis not exempt from, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This 17.1 The payments and benefits provided under this Agreement is are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under satisfy Code Section 409A and the regulations promulgated thereunder) may only any ambiguous provision shall be made under this Agreement upon an event and construed in a manner permitted by that is compliant with or exempt from the application of Code Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with this intent. For purposes of Code Section 409A, the right to a series of installment payments each payment amount or benefit due under this Agreement shall be considered a separate payment and Employee’s entitlement to a series of payments or benefits under this Agreement is to be treated as a right an entitlement to a series of separate payments. 17.2 Notwithstanding anything to the contrary contained herein, in the event Employee is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) as of his Separation from Service and is entitled to receive any payment or benefit hereunder upon such Separation from Service that is subject to Code Section 409A, such payment or benefit may not be made earlier than six months following the date of Employee’s Separation from Service if required by Code Section 409A, in which case, any accumulated postponed payment or benefit shall be paid or provided in a lump sum within 10 days after the end of the six-month period. All reimbursements and If Employee dies during the six-month period, any postponed amount shall be paid to the personal representative of his estate within 30 days after the date of his death. 17.3 Any reimbursement or in-kind benefits benefit provided under this Agreement which constitutes a “deferral of compensation” within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar taxable year following the taxable year in which the expense in is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a1) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made The expenses eligible for reimbursement under this Agreement upon an event and are subject to the additional rules set forth in a manner permitted by Code this Section 409A. For purposes of 4.15. To the extent they constitute deferred compensation under Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the . Any such reimbursement of an eligible expense will shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense in was incurred, and (iv) the . The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another any other benefit. (b2) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the contrary, no payment of Non-Qualified Deferred Compensation will Code shall be provided toand paid in a manner, or and at such time, including without limitation payment and provision of benefits only in connection with respect tothe occurrence of a permissible payment event contained in Section 409A (e.g., the Employee on account of his separation from service until from the first to occur Corporation and its affiliates as defined for purposes of (i) the date Section 409A of the EmployeeCode), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Mx. Xxxxx is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Corporation’s death or (ii) the date any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is one day after considered deferred compensation subject to Section 409A of the Code, and the timing of which depends on Mx. Xxxxx’x separation from service, shall be deferred for six (6) month anniversary months after termination of his separation from serviceMx. Xxxxx’x employment or, and in either case only if he is a “specified employee” (earlier, Mx. Xxxxx’x death, as defined under Code required by Section 409A(a)(2)(B)(i) and of the regulations promulgated thereunder) in Code (the year of his separation from service“409A Deferral Period”). Any payment amount that is delayed pursuant otherwise would have been paid during the 409A Deferral Period shall be paid on the day following the 409A Deferral Period. Notwithstanding the foregoing, neither the Corporation, nor any of its Affiliates, nor any of their officers, directors, employees or representatives shall be liable to the provisions Mx. Xxxxx for any interest, taxes or penalties resulting from non-compliance with Section 409A of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur Code. For purposes of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary Agreement, termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of mean a “separation from service” with within the Companymeaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Mx. Xxxxx would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, as such term is defined in Treasif lesser, Mx. Reg. Section 1.409A-1(hXxxxx’x period of service). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended shall be interpreted to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined avoid any penalty sanctions under Code Section section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions shall not be imposed. The Employee shall be solely responsible for any tax imposed under Code section 409A and in no event shall the regulations promulgated thereunder) may only be made Company or the Bank have any liability with respect to any tax, interest or other penalty imposed under this Agreement upon an event and in a manner permitted by Code Section section 409A. For purposes of Code Section section 409A, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A section 409A, including, where applicable, the requirement that (i) any reimbursement is shall be for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses available eligible for reimbursement, or the in-in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will shall be made no later than on or before the last day of the calendar year following the year in which the expense in is incurred, and (iv) the right to reimbursement or in-in kind benefits is not subject to liquidation or exchange for another benefit. (b) To . The Employee’s termination of employment under the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to shall be interpreted in a manner consistent with the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined rules under Code Section 409A(a)(2)(B)(i) and section 409A. In no event shall Employee, directly or indirectly, designate the regulations promulgated thereunder) in the calendar year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentencepayment. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement 4.1 The Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A 409A, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered, construed and interpreted in accordance with such intent. 4.2 Each payment under the regulations promulgated thereunder) may only Plan or any Employer benefit plan is intended to be made under this Agreement upon an event and in treated as one of a manner permitted by Code Section 409A. For series of separate payments for purposes of Code Section 409A. 4.3 To the extent any reimbursements or in-kind benefit payments under the Plan are subject to Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All such reimbursements and in-kind benefits provided under this Agreement shall benefit payments will be made or provided in accordance with Code Section 409A including, where applicable, the requirement that Treasury Regulation §1.409A-3(i)(1)(iv) (i) or any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, similar or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefitsuccessor provisions). (b) To 4.4 Notwithstanding anything in the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement Plan to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, to the Employee on account extent the Executive is considered a "specified employee" (as defined in Code Section 409A) at the time of his separation from service until and would be entitled to a payment upon separation from service during the first to occur of (i) six-month period beginning on the Executive's date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment termination that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed otherwise excluded under Code Section 409A nor under the exception for reporting in good faith short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment will not be made under this Agreement to the Executive until the earlier of the six-month anniversary of the Executive's date of termination or under any such other plan, program or agreement as an amount includible in gross income under the Executive's death and will be accumulated and paid on the first day of the seventh month following the date of termination. 4.5 The Corporation may amend the Plan to the minimum extent necessary to satisfy the applicable provisions of Code Section 409A. 4.6 The Employer cannot guarantee that the Severance Benefits provided under the Plan will satisfy all applicable provisions of Code Section 409A. 4.7 Whenever a payment specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Corporation, and the Executive shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two (2) consecutive calendar years, the payment shall be made in the later of such calendar years. 4.8 The payment of any compensation or benefit that is subject to the requirements of Code Section 409A may not be accelerated except to the extent permitted by Code Section 409A.

Code Section 409A. (a) This Agreement To the extent applicable, it is intended to that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code of 1986, as amended (the “CodeSection 409A”). Payments , provided that for the avoidance of Nondoubt, this provision shall not be construed to require a gross-Qualified Deferred Compensation (up payment in respect of any taxes, interest or penalties imposed on the Employee as such term is defined under a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A and shall have no force or effect until amended in the regulations promulgated thereunder) least restrictive manner necessary to comply with Code Section 409A, which amendment may only be made under this Agreement upon an event and in a manner retroactive to the extent permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments Each payment under this Agreement shall be treated as a right separate payment for purposes of Code Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of any payment to a series of separate paymentsbe made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A 409A, including, where applicablewithout limitation, the requirement that (i) any reimbursement is for in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses incurred during the period of time specified in this Agreement, were incurred; (ii) the amount of expenses available for reimbursement, in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits provided, during a calendar year may not affect that the expenses eligible for reimbursement, Company is obligated to pay or in-kind benefits provided, provide in any other calendar year, ; (iii) the reimbursement of an eligible expense will Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be made no later than the last day of the calendar year following the year in which the expense in incurred, liquidated or exchanged for any other benefit; and (iv) in no event shall the right Company’s obligations to reimbursement make such reimbursements or to provide such in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of apply later than the Employee’s death or (ii) the date which is one day after the six (6) month anniversary remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect choice prior to the Employee under executing this Agreement, under and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any plan representation or program sponsored statement made by any agent or maintained by the representative of Company or under its affiliates that is not expressly set forth in this Agreement, including, without limitation, any other agreement by and between the Employee and the Company. The Company shall not be liable representation with respect to the Employee consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any additional tax, penalty compensation or interest imposed benefits hereunder under Code Section 409A nor for reporting in good faith of the Code and any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.similar sections of state tax law.

Code Section 409A. (a) This Agreement To the extent applicable, it is intended to that this Agreement and any payment made hereunder shall be exempt from or comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code of 1986, as amended (the “CodeSection 409A”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Any provision that would cause the Agreement or any payment hereof to fail to be exempt from or satisfy Code Section 409A shall have no force or effect until amended to comply with Code Section 409A. Without limiting the generality of the foregoing: (i) for all purposes under this Agreement, reference to Executive’s “termination of employment” (and corollary terms) with the regulations promulgated thereunderCompany shall be construed to refer to Executive’s “separation from service” (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the Company) may only be made with the Company; and (ii) to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participated during the term of Executive’s employment under this Agreement upon an event and in or thereafter provides for a manner permitted by Code Section 409A. For purposes “deferral of compensation” within the meaning of Code Section 409A, 409A of the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this AgreementCode, (iix) the amount of expenses available eligible for reimbursement, reimbursement or the in-kind benefits provided, during a payment under such plan or arrangement in one calendar year may not affect the expenses amount eligible for reimbursement, reimbursement or in-kind benefits provided, payment in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (iiiy) subject to any shorter time periods provided in any expense reimbursement policy of the Company, any reimbursement or payment of an eligible expense will under such plan or arrangement must be made no later than on or before the last day of the calendar year following the calendar year in which the expense in was incurred. In the event that Executive is, at the Date of Termination, a “specified employee” within the meaning of Code Section 409A and (iv) the right to reimbursement or in-kind benefits any related regulations, no amount which is not nonqualified deferred compensation subject to liquidation or exchange for another benefit. (b) To the extent required by such Code Section 409A, and notwithstanding any other provision of this Agreement regulations shall be paid to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first Executive prior to occur of (i) the date of the Employee’s death or (ii) the date which is one six (6) months after Executive’s separation from service. If the payments are delayed as a result of the previous sentence, than on the first business day after following the end of such six (6) month anniversary period (or such earlier date upon which such amount can be paid under Section 409A of his the Code without resulting in a prohibited distribution), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period, plus interest credited form the date of Executive’s separation from service to the date of payment at the "applicable federal rate” provided for in Section 7872(f)(2)(A) of the Code in effect as of the date of such separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the regulations promulgated thereunder) may only Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be made under this Agreement upon an event and in a manner permitted by exempt from or to comply with the requirements of Section 409A of the Code Section 409A. For purposes of Code Section 409A, to the right to a series of installment payments extent applicable. Each payment under this Agreement shall be treated as a right separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to a series be made under this Agreement. If the Executive dies following the Date of separate paymentsTermination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A of the Code, including, where applicablewithout limitation, the requirement that (i) any reimbursement is in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses incurred during at least ten (10) calendar days before the period end of time specified the calendar year next following the calendar year in this Agreement, which such fees and expenses were incurred; (ii) the amount of expenses available for reimbursement, in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits provided, during a calendar year may not affect that the expenses eligible for reimbursement, Company is obligated to pay or in-kind benefits provided, provide in any other calendar year, ; (iii) the reimbursement of an eligible expense will Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be made no later than the last day of the calendar year following the year in which the expense in incurred, liquidated or exchanged for any other benefit; and (iv) in no event shall the right Company's obligations to reimbursement make such reimbursements or to provide such in-kind benefits is not subject apply later than the Executive's remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). Prior to liquidation or exchange for another benefit. (b) To a “change of control” but within the extent required time period permitted by Code the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A409A of the Code, so as to avoid the imposition of taxes and notwithstanding penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement to Agreement, in the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, event that the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he Executive is a “specified employee” (as defined under Code within the meaning of Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately preceding sentence following the Date of Termination shall instead be paid paid, with interest on any delayed payment at the applicable federal rate provided for in a lump sum Section 7872(f)(2)(A) of the Code, on the first business day which is more than six (subject to all applicable withholding6) promptly months following the first to occur Date of the two dates specified in such immediately preceding sentenceTermination. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, provided, however that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the Internal Revenue Code provision of 1986, as amended (the any benefit that is considered “Code”). Payments of Nonnon-Qualified Deferred Compensation (as such term is defined qualified deferred compensation” under Code Section 409A and the regulations promulgated thereunder) may only payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement upon an event and shall be paid or provided in a manner permitted by Code Section 409A. For accordance with the normal payment dates specified for them herein. (c) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such 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 Executive, (B) any right to a series of installment payments under this Agreement such reimbursement or in-kind benefits shall not be treated as a right subject to a series of separate payments. All reimbursements liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided under this Agreement in any taxable year shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bd) To the extent required by For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and notwithstanding distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination that constitutes “nonqualified deferred compensation” for purposes of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith be subject to offset by any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under unless otherwise permitted by Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with the requirements provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed accordingly. Payments The Company and Executive shall have the discretion and authority to amend this Agreement at any time to satisfy any requirements of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and or guidance published thereunder; provided, however, any such amendment shall maintain the regulations promulgated thereundereconomic terms of this Agreement for Executive. (b) may only be made The Company shall promptly reimburse Executive for eligible expenses under this Agreement upon an event that Executive incurs and properly reports to the Company in a manner permitted by Code Section 409A. For purposes of Code Section 409Aaccordance with its expense reimbursement rules and policies. Notwithstanding anything herein to the contrary or otherwise, the right to a series of installment payments under this Agreement all reimbursements shall be treated made so as a right to a series be exempt from Section 409A of separate payments. All reimbursements the Code and to the extent not exempt: (A) the amount of expenses eligible for reimbursement or in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) during any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) calendar year will not affect the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, reimbursement or in-kind benefits provided, provided in any other calendar year, ; (iiiB) the reimbursement of an eligible expense will reimbursements for expenses for which Executive is entitled to be reimbursed shall be made no later than on or before the last day of the calendar year following the calendar year in which the applicable expense in is incurred, ; and (ivC) the right to payment or reimbursement or in-kind benefits is hereunder may not subject to liquidation be liquidated or exchange exchanged for another any other benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Notwithstanding any other provision of this Agreement is intended to the contrary, the Parties to this Agreement intend that this Agreement will satisfy the applicable requirements, if any, of Code Section 409A in a manner that will preclude the imposition of additional taxes and interest imposed under Code Section 409A. The Parties agree that this Agreement will be read or amended (as determined by Bio-Techne in its sole discretion) to the extent necessary to comply with the requirements of Code Section 409A of the Internal Revenue Code of 1986409A, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A from time to time, and the regulations promulgated notices and other guidance of general applicability issued thereunder) may only be . For purposes of Section 409A, each payment made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall will be treated as a right to a series separate payment. In no event may Employee, directly or indirectly, designate the calendar year of separate payments. payment. (b) All reimbursements and in-kind benefits provided under this Agreement shall will be made or provided in accordance with the requirements of Code Section 409A 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last day of the calendar year following the year in which the expense in is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bc) To Further, if any of the extent required by payments described in this Agreement are subject to the requirements of Code Section 409A, 409A and notwithstanding any other provision of this Agreement to the contrary, no payment of NonBio-Qualified Deferred Compensation will be provided to, or with respect to, the Techne determines that Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under in Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions 409A as of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur date of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary Employee’s termination of employment (which will have the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a same meaning as “separation from service” with the Company, as such term is defined in Treas. Reg. Code Section 1.409A-1(h409A). (d) The preceding provisions , all or a portion of this paragraph 13 shall such payments will not be construed as a guarantee by paid or commence earlier than the Company first day of any particular tax effect the seventh month following the date of Employee’s termination of employment, but only to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee extent such delay is required for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under compliance with Code Section 409A.

Code Section 409A. (a) This The Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)or an exemption or exclusion therefrom. Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments Each payment under this Agreement shall be treated as a right separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to a series of separate paymentsbe made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A includingof the Code, where applicable, the requirement including that (i) any reimbursement is in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses incurred during at least 10 days before the period end of time specified the calendar year next following the calendar year in this Agreement, which such fees and expenses were incurred; (ii) the amount of expenses available for reimbursement, in-kind benefits that the Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits provided, during a calendar year may not affect that the expenses eligible for reimbursement, Company is obligated to pay or in-kind benefits provided, provide in any other calendar year, ; (iii) the reimbursement of an eligible expense will Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be made no later than the last day of the calendar year following the year in which the expense in incurred, liquidated or exchanged for any other benefit; and (iv) in no event shall the right Company’s obligations to reimbursement make such reimbursements or to provide such in-kind benefits is not subject to liquidation apply later than the Executive’s remaining lifetime or exchange for another benefit. (b) if longer, through August 19, 2030. To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he Executive is a “specified employee,” (as defined under Code in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunderthereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) in upon separation from service (within the year meaning of his Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service. Any payment , will be made during such six- month period, and any such payment, distribution or benefit will instead be paid, distributed or settled on the first business day after such six-month period; provided that is delayed pursuant if the Executive dies following the Date of Termination and prior to the provisions payment, distribution, settlement or provision of the immediately preceding sentence any payments, distributions or benefits delayed on account of Section 409A of the Code, such payments, distributions or benefits shall instead be paid in a lump sum (subject or provided to all applicable withholding) promptly following the first to occur personal representative of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination Executive’s estate within 30 days after the date of the EmployeeExecutive’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h)death. (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is and the amounts payable hereunder are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations and guidance promulgated thereunderthereunder (“Section 409A”) may only in both form and operation, or an exemption therefrom, and shall be made under interpreted in accordance with such intent. Any provision that would cause this Agreement upon an event and in a manner permitted by Code to fail to satisfy Section 409A. For purposes 409A (if applicable) shall have no effect until amended to comply with Section 409A. (b) The payment of Code Section 409A, the right to a series of installment payments each amount payable under this Agreement shall be treated as deemed a right separate “payment” for purposes of Section 409A. (c) Notwithstanding the foregoing, to a series the extent any amount payable hereunder is subject to taxes, penalties and/or interest under Section 409A, the Executive shall be solely liable for the payment of separate payments. any such taxes, penalties and/or interest. (d) All reimbursements and in-in kind benefits provided under this Agreement shall be made or provided in accordance with Code the requirements of Section 409A 409A, including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement, ); (ii) the amount of expenses available eligible for reimbursement, or the in-in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other calendar year, ; (iii) the reimbursement of an eligible expense will be made no later than 2 ½ months after the last day end of the calendar year following the year in which the expense in is incurred, ; and (iv) the right to reimbursement or in-in kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement To the extent applicable, it is intended to that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”) and shall in all respects be administered in accordance with Code Section 409A; provided, that for the avoidance of 1986doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as amended (a result of Code Section 409A. Any provision that would cause the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended to comply with Code Section 409A in the least restrictive manner necessary and without any diminution in the regulations promulgated thereunder) value of the payments to Employee, which amendment may only be made under this Agreement upon an event and in a manner retroactive to the extent permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments Each payment under this Agreement shall be treated as a right separate payment for purposes of Code Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of any payment to a series of separate paymentsbe made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A 409A, including, where applicablewithout limitation, the requirement that (i) any reimbursement is in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that the Employee shall have submitted an invoice for such fees and expenses incurred during at least 10 days before the period end of time specified the calendar year next following the calendar year in this Agreement, which such fees and expenses were incurred; (ii) the amount of expenses available for reimbursement, in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits provided, during a calendar year may not affect that the expenses eligible for reimbursement, Company is obligated to pay or in-kind benefits provided, provide in any other calendar year, ; (iii) the reimbursement of an eligible expense will Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be made no later than the last day of the calendar year following the year in which the expense in incurred, liquidated or exchanged for any other benefit; and (iv) in no event shall the right Company’s obligations to reimbursement make such reimbursements or to provide such in-kind benefits is not subject apply later than the Employee’s remaining lifetime (or if longer, through the 20th anniversary of the Effective Time). Prior to liquidation or exchange for another benefit.the Effective Time but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with Employee, modify the Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to Employee, in order to cause the provisions of the Agreement to comply with the requirements of Code Section 409A, so as to avoid the imposition of taxes and penalties on Employee pursuant to Code Section 409A. (b) To The parties acknowledge that no representation is made regarding the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date consequences of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, compensation and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made benefits payable under this Agreement pursuant to a voluntary or involuntary termination of and/or the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed Relocation Letter Agreement under Code Section 409A nor (or similar sections of state tax law). Except as provided in Section 10, Employee agrees and, will agree pursuant to a release effective upon payment of the Retention Bonus (as defined in the Relocation Letter Agreement), to release all known and unknown claims, promises, causes of action, or similar rights of any type (based upon any legal or equitable theory, whether contractual, common law, or statutory) that Employee may have against the Company, Metavante and any and all of their former and existing parents, subsidiaries, predecessors, successors, and affiliated entities and all of their respective current and former directors, officers, employees, agents, managers, shareholders, successors, assigns, and other representatives, arising out of, or in connection with, the Relocation Letter Agreement and the benefits thereunder, including, without limitation, the consequences or characterization (including for reporting in good faith any purposes of tax withholding and reporting) of the payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income of the Relocation Benefits under Code Section 409A.409A (or similar sections of state tax law). It is understood and agreed that the release will be entered into on behalf of the Employee and for his heirs, executors, administrators, trustees, agents, legal representatives and assigns.

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to this Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (aSeparation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals). This Agreement is intended to comply be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (b) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. In no event shall the Company be required to provide a tax gross-up payment to Executive or otherwise reimburse Executive with the requirements respect to Section 409A Penalties. For purposes of Section 409A of the Internal Revenue Code of 1986(including, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For without limitation, for purposes of Code Treasury Regulation Section 409A1.409A-2(b)(2)(iii)), the right each payment that Executive may be eligible to a series of installment payments receive under this Agreement shall be treated as a right separate and distinct payment. Notwithstanding anything to a series of separate payments. All reimbursements and the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the not affect in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, reimbursements to be provided in any other calendar year, (iii) the reimbursement tax year of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, Executive and (iv) the right to reimbursement or in-kind benefits is are not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement . Notwithstanding anything to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and contrary in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. In no event shall Executive be entitled to any plan or program sponsored or maintained by reimbursement payments after the Company or under any other agreement by last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits and between the Employee and the Company. The Company shall not be liable reimbursements that would result in taxable compensation income to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.Executive.

Code Section 409A. (a) This Agreement It is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined that payments and benefits provided under this Agreement shall be exempt from Code Section 409A and the regulations promulgated and guidance thereunder) may only be made under , and the terms of this Agreement upon an event are to be interpreted and construed accordingly. Each payment (including each payment in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments payments) under this Agreement shall be treated as a right separate payment for purposes of Code Section 409A, and the terms “termination”, “Termination of Employment”, and phrases of like kind are intended to mean “separation from service” as defined by Code Section 409A. To the extent a series payment is subject to Code Section 409A, in no event may the Executive, directly or indirectly, designate the calendar year of separate any payment to be made under this Agreement. To the extent the time period for the Executive to sign and not revoke a release pursuant to Section 3(b) of this Agreement spans two calendar years, the payment or payments, to the extent subject to Code Section 409A, shall always commence in the second calendar year. In no event shall the Company be responsible for any Code Section 409A tax or penalty owed by the Executive or Executive’s spouse or beneficiary, with regard to any payment or benefit provided for under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute “nonqualified deferred compensation” within the meaning of Code Section 409A shall be made or provided in accordance with the requirements under Code Section 409A including409A, where applicableincluding that: (a) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred, provided that Executive has submitted an invoice for such fees or expenses at least 30 days before the requirement that end of the calendar year next following the calendar year in which such fees and expenses were incurred and complied with all Company policies regarding such reimbursements; (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (iib) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a or expenses that the Company is obligated to provide or pay in any given calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any (other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined medical reimbursements described in Treas. Reg. Section 1.409A-1(h1.409A-3(i)(1)(iv)(B). ) shall not affect the in-kind benefits or expenses eligible for reimbursement that the Company is obligated to provide or pay in any other calendar year; (c) the Executive’s right to have the Company pay or provide such reimbursement and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) The preceding provisions of this paragraph 13 in no event shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable ’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting periods set forth in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.agreement.

Code Section 409A. (a) This To the extent applicable, this Agreement is shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the date of this Agreement (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that following the date of this Agreement, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A 409A, provided, however, that this Section 9 does not, and shall not be construed so as to, create any obligation on the part of the Internal Revenue Code Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of 1986their respective officers, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined directors or advisors be liable for any taxes, interest or penalties imposed under Code Section 409A and the regulations promulgated thereunderor any corresponding provision of state or local law. (b) may only be made Any right under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Any payments subject to Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period are subject to execution of time specified a waiver and release which may be executed and/or revoked in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense payment event (such as termination of service) occurs shall commence payment only in incurredthe calendar year in which the consideration period or, and (iv) the right if applicable, release revocation period ends, as necessary to reimbursement or in-kind benefits is not comply with Section 409A. All payments of nonqualified deferred compensation subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision 409A to be made upon a termination of service under this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will may only be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employeemade upon Consultant’s death or (ii) the date which is one day after the six (6) month anniversary of his “separation from service, and in either case only if he is a “specified employee” (as defined under Code within the meaning of Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence409A). (c) Any payment of Non-Qualified Deferred Compensation made under Notwithstanding anything to the contrary in this Agreement pursuant to a voluntary Agreement, no compensation or involuntary termination of the Employee’s employment with the Company benefits shall be withheld until paid to Consultant during the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a six-month period following Consultant’s “separation from service” with the CompanyCompany (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Consultant’s death), the Company shall pay Consultant a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Consultant during such term is defined in Treas. Reg. Section 1.409A-1(hperiod (without interest). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement It is intended to that payments and benefits made or provided under this Agreement shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (or an exemption thereto. Any payments that qualify for the “Code”). Payments of Nonshort-Qualified Deferred Compensation (as such term is defined deferral” exception, the separation pay exception or another exception under Code Section 409A and of the regulations promulgated thereunder) may only Code shall be made paid under this Agreement upon an event and in a manner permitted by Code Section 409A. the applicable exception. For purposes of Code the limitations on nonqualified deferred compensation under Section 409A409A of the Code, the right to a series each payment of installment payments compensation under this Agreement shall be treated as a right to a series separate payment of separate paymentscompensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Xxxxx pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Xxxxx, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Xxxxx’ lifetime (or during a shorter period of time specified in this Agreement, ); (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, ; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in is incurred, ; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bc) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which if Xxxxx is one day after the six (6) month anniversary of his separation from service, and in either case only if he is considered a “specified employee” for purposes of Section 409A of the Code (as defined determined in accordance with the methodology established by Umpqua as in effect on the date of Xxxxx’ separation from service (as determined in accordance with Section 409A of the Code)), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Xxxxx under Code Section 409A(a)(2)(B)(i) this Agreement during the six-month period immediately following Xxxxx’ separation from service on account of Xxxxx’ separation from service shall be accumulated and paid to Xxxxx on the regulations promulgated thereunder) in first business day of the year of seventh month following his separation from serviceservice (the “Delayed Payment Date”). Any payment that is If Xxxxx dies during the postponement period, the amounts and entitlements delayed pursuant to the provisions on account of Section 409A of the immediately preceding sentence Code shall instead be paid in a lump sum (subject either to all applicable withholding) promptly following Xxxxx’ beneficiary or the personal representative of his estate on the first to occur of the two dates specified in such immediately preceding sentenceDelayed Payment Date or 30 calendar days after the date of Xxxxx’ death. (cd) Any payment Despite any contrary provision of Non-Qualified Deferred Compensation made under this Agreement pursuant Agreement, any references to a voluntary or involuntary termination of employment or date of termination shall mean and refer to the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination date of his employment relationship with the Company and (ii) the first instance of a Xxxxx’ “separation from service” with the Company, as such that term is defined in Treas. Reg. Section 409A of the Code and Treasury Regulation Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.”

Code Section 409A. (a1) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made The expenses eligible for reimbursement under this Agreement upon an event and are subject to the additional rules set forth in a manner permitted by Code this Section 409A. For purposes of 4.15. To the extent they constitute deferred compensation under Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the . Any such reimbursement of an eligible expense will shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense in was incurred, and (iv) the . The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another any other benefit. (b2) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the contrary, no payment of Non-Qualified Deferred Compensation will Code shall be provided toand paid in a manner, or and at such time, including without limitation payment and provision of benefits only in connection with respect tothe occurrence of a permissible payment event contained in Section 409A (e.g., the Employee on account of his separation from service until from the first to occur Corporation and its affiliates as defined for purposes of (i) the date Section 409A of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from serviceCode), and in either case only if he such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Xx. Xxxxxx is a “specified employee” key employee (as defined under in Section 416(i) of the Code Section 409A(a)(2)(B)(iwithout regard to paragraph (5) thereof) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions any of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any Corporation’s or any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.or

Code Section 409A. (a) This It is the intent of the parties that this Agreement is intended to comply with the requirements of not violate any applicable provision of, or result in any additional tax, interest or penalty under, Section 409A of the Internal Revenue Code ("Section 409A"), and that to the extent any provisions of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code do not comply with or are not exempt from Section 409A, the right parties will make such changes as are mutually agreed upon in order to a series of installment payments under comply with or obtain an exemption from Section 409A. Any reimbursement to Consultant pursuant to this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no reasonably promptly following Consultant's submission of a request for reimbursement and in any event not later than the last day of the calendar year following after the calendar year in which the expense in expenses are incurred, and (iv) the right to any reimbursement or in-kind benefits is in a taxable year of Consultant will not affect any reimbursement in another taxable year of Consultant nor be subject to liquidation or exchange for another benefit. (b) To . Any series of payments will be considered separate payments for the extent required by Code purposes of Section 409A, and notwithstanding 409A. For purposes of any other provision of this Agreement to providing for the contrarypayment of any amounts or benefits that constitute nonqualified deferred compensation under Section 409A upon or following a termination of services or the end of the Term, no payment of Non-Qualified Deferred Compensation such event will be provided to, deemed to have occurred unless such termination or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date end of the Employee’s death or (ii) the date which Consulting Period is one day after the six (6) month anniversary of his also a "separation from service" within the meaning of Section 409A. Any payment or reimbursement for taxes shall be paid to Consultant promptly after such obligation is incurred, and but in either case only if he no event later than the end of the calendar year next following the calendar year in which the tax is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) paid by Consultant. In addition, in the year event Consultant incurs expenses due to a tax audit or litigation addressing the existence or amount of his separation from service. Any payment that is delayed pursuant to a tax liability covered under the indemnity provisions of the immediately preceding sentence Indemnification Agreement, Xxxxxxx shall instead be paid promptly reimburse Consultant after such amounts are incurred, but in a lump sum (no event later than end of the calendar year next following the calendar year in which the taxes that are subject to all applicable withholding) promptly the audit or investigation are remitted by Consultant to the taxing authority, or if, as a result of such audit or investigation no taxes are remitted, not later than the end of the calendar year following the first to occur calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the two dates specified in such immediately preceding sentencelitigation. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This The intent of the parties is that payments and benefits under this Agreement is intended comply with, or be exempt from, Section 409A of the Code and the regulations and guidance promulgated thereunder, and, accordingly, to comply with the requirements maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. For purposes of Section 409A of the Internal Revenue Code of 1986Code, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the Xxxx’x right to a series of receive any installment payments under pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. All reimbursements In no event may Xxxx, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. (b) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits provided under this Agreement shall not be made subject to liquidation or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is exchange for expenses incurred during the period of time specified in this Agreementanother benefit, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits providedbenefits, provided during a calendar any taxable year may shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year, and (iii) the reimbursement of an eligible expense will such payments, if not reimbursed sooner, shall be made no later than on or before the last day of the calendar Xxxx’x taxable year following the taxable year in which the expense in was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bc) To In the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he event that Xxxx is a “specified employee” within the meaning of Section 409A of the Code (as defined under Code Section 409A(a)(2)(B)(idetermined in accordance with the methodology established by the Company on the Resignation Date) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation there are payments made under this Agreement pursuant that are subject to a voluntary or involuntary termination Section 409A of the Employee’s employment Code, then any such payments or benefits that would otherwise be payable during the six-month period immediately following the Resignation Date will be paid, with interest (as defined in the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) Plan Agreement), on the first instance of a “separation from service” with business day after the Company, as such term date that is defined in Treas. Reg. Section 1.409A-1(h)six months following Xxxx’x Resignation Date. (d) The preceding In the event that the Company determines that a provision of this Agreement does not comply with Section 409A of the Code, the Company may modify this Agreement, in the least restrictive manner necessary and without diminution in the value of the payments to Xxxx, in order to cause the provisions of this paragraph 13 Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on Xxxx pursuant to Section 409A of the Code. Changes in the form or timing of payments under this Agreement shall not be construed as a guarantee by allowed. This Agreement is intended to comply with Section 409A of the Company of any particular tax effect Code to the Employee under extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement, under any plan Agreement shall be interpreted and administered to be in compliance therewith. Any payments described in this Agreement that are due within the “short-term deferral period” or program sponsored or maintained by subject to a “separation pay plan” as defined in Section 409A of the Company or under any other agreement by and between the Employee and the Company. The Company Code shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement treated as an amount includible in gross income under Code Section 409A.deferred compensation unless applicable laws require otherwise.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding any provision of this Agreement to the Internal Revenue Code of 1986contrary, as amended (to the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined extent required to avoid accelerated taxation or tax penalties under Code Section 409A and the regulations promulgated thereunder) may only 409A, any amounts or benefits that would otherwise be made payable under this Agreement upon an event and in a manner permitted by Code Section 409A. during the six (6)-month period immediately following Employee’s Separation from Service shall instead be paid on the first payroll date after the six (6)-month anniversary of Employee’s Separation from Service (or Employee’s death, if earlier). For purposes of Code Section 409A, the Employee’s right to a series of receive any installment payments under pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. All reimbursements and in-kind benefits provided Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement sole discretion of the Company. To the extent that (i) any reimbursement is Employee will be reimbursed for costs and expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits providedbenefits, in any other calendar yearexcept as otherwise permitted by Section 409A, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (ivi) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the six expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (6ii) month anniversary shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of his separation from service, and in either case only if he is the Code solely because such expenses are subject to a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant limit related to the provisions period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly taxable year following the first to occur of taxable year in which Employee incurred the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of expense. Notwithstanding the Employee’s employment with foregoing, the Company shall be withheld until not have any obligation to take any action to prevent the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company assessment of any particular excise tax effect to the Employee under this Agreement, under or penalty on any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed person under Code Section 409A nor and the Company shall not have any liability to any person for reporting in good faith any payment made under this Agreement such tax or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.penalty.

Code Section 409A. (a) This To the extent applicable, this Agreement is shall be interpreted and applied consistent and in accordance with Section 409A. If, however, the Company determines that any compensation or benefits payable under this Agreement may be or become subject to Section 409A, the Company may in its sole discretion adopt such amendments to this Agreement or to adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the Company determines necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended to tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A 409A; provided, however, that this Section 24 shall not create any obligation on the part of the Internal Revenue Code of 1986Company to adopt any such amendment, as amended (the “Code”)policy or procedure or take any such other action. Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments each payment made under this Agreement shall be treated as a right separate payment. (b) Notwithstanding anything herein to a series the contrary, Executive acknowledges and agrees that in the event that any tax is imposed under Section 409A in respect of separate payments. All any compensation or benefits payable to Executive, whether under or in connection with this Agreement or otherwise, then (i) the payment of such tax shall be solely Executive's responsibility, and (ii) neither the Company, its affiliates nor any of their respective past or present directors, officers, employees or agents shall have any liability for any such tax. (c) To the extent that any reimbursements and in-kind benefits provided to Executive under this Agreement are deemed to constitute 409A Payments to which Treasury Regulation Section 1.409A-3(i)(l)(iv) would apply, such benefits, payments or reimbursements shall be made or provided in accordance with Code the requirements of Section 409A 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Term (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last day of the calendar year following the year in which the expense in is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This It is the intention of the parties that the provisions of this Letter Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A ) and the any rules, regulations or other guidance promulgated thereunder) may only be made under this Agreement upon an event and thereunder in a manner permitted by Code Section 409A. For purposes of Code that does not impose additional taxes, interest or penalties upon you pursuant to Section 409A, and this Letter Agreement will be construed and interpreted in a manner consistent with Section 409A. Notwithstanding any provision of this Letter Agreement to the right contrary, any payment of any “nonqualified deferred compensation” (within the meaning of Section 409A after taking into account all exclusions applicable to a series of installment such payments under this Agreement shall Section 409A) required to be treated made to you as a right result of your separation from service will be delayed until the six (6) month anniversary of the Separation Date to a series the extent necessary to comply with Section 409A. No reimbursement of separate paymentsexpenses or in-kind benefit that you are entitled to will be subject to liquidation or exchange for another benefit. All reimbursements and The reimbursement of expenses or in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, during a year will not affect the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, to be provided in any other calendar taxable year, (iii) the reimbursement of an eligible expense and any such reimbursements will be made no later than the last day end of the calendar year following the year in which the expense in relevant expenses were incurred. You are solely responsible and liable for the satisfaction of all taxes and penalties that may arise under Section 409A. Date: 2/3/2016 POTASH CORPORATION OF SASKATCHEWAN INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer Date: 2/3/2016 PCS ADMINISTRATION (USA), INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409AChief Executive Officer YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO SEEK LEGAL COUNSEL, and notwithstanding any other provision of this Agreement to the contraryHAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THE ADVISABILITY OF ENTERING INTO THIS AGREEMENT, no payment of Non-Qualified Deferred Compensation will be provided HAVE CAREFULLY READ THE AGREEMENT, FULLY UNDERSTAND THE FINAL AND BINDING EFFECT, AND ARE EXECUTING THE AGREEMENT VOLUNTARILY. Agreed to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.: Date: 2/3/2016 /s/ Xxxx Xxxxx Xxxx XxXxx

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Code Section 409A and shall be construed accordingly. Any payments or distributions to be made to Employee under this Agreement upon a separation from service of amounts classified as “nonqualified deferred compensation” for purposes of Code Section 409A, and not exempt from Code Section 409A, shall in no event be made or commence until six months after Employee’s Section 409A Separation from Service. Any reference to a payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the Internal Revenue short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations. Each payment under this Agreement (whether of 1986cash, property or benefits) shall be treated as a separate payment for purposes of Code Section 409A. Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period, as amended (required by Code Section 409(A), but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, will be the Code Section 409A “Codepayment date” or “payment period”). Payments of Non-Qualified Deferred Compensation (as such term is defined , and actual payment will be made no later than the latest date permitted under Code Section 409A and the regulations promulgated thereunder) may only be thereunder (generally, by the later of the end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made under pursuant to this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of are reimbursements exempt from Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, such payments during a any calendar year may shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, provided in any other calendar year, (iii) and the reimbursement of an eligible expense will right to any such payments shall not be made subject to liquidation or exchange for another benefit or payment. As required by Code Section 409A, but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, the payment date for any reimbursements shall in no event be later than the last day of the calendar year immediately following the calendar year in which the reimbursed expense in incurredwas incurred or, for purposes of Sections 7(c)(iii)(B) and (ivC) above, the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To calendar year in which the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement Excise Tax must be remitted to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentencegovernmental taxing authority. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This It is the intention of the parties that the provisions of this Letter Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A ) and the any rules, regulations or other guidance promulgated thereunder) may only be made under this Agreement upon an event and thereunder in a manner permitted by Code Section 409A. For purposes of Code that does not impose additional taxes, interest or penalties upon you pursuant to Section 409A, and this Letter Agreement will be construed and interpreted in a manner consistent with Section 409A. Notwithstanding any provision of this Letter Agreement to the right contrary, any payment of any “nonqualified deferred compensation” (within the meaning of Section 409A after taking into account all exclusions applicable to a series of installment such payments under this Agreement shall Section 409A) required to be treated made to you as a right result of your separation from service will be delayed until the six (6) month anniversary of the Separation Date to a series the extent necessary to comply with Section 409A. No reimbursement of separate paymentsexpenses or in-kind benefit that you are entitled to will be subject to liquidation or exchange for another benefit. All reimbursements and The reimbursement of expenses or in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, during a year will not affect the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, to be provided in any other calendar taxable year, (iii) the reimbursement of an eligible expense and any such reimbursements will be made no later than the last day end of the calendar year following the year in which the expense in relevant expenses were incurred. You are solely responsible and liable for the satisfaction of all taxes and penalties that may arise under Section 409A. Date: 2/3/2016 POTASH CORPORATION OF SASKATCHEWAN INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer Date: 2/3/2016 PCS ADMINISTRATION (USA), INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409AChief Executive Officer YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO SEEK LEGAL COUNSEL, and notwithstanding any other provision of this Agreement to the contraryHAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THE ADVISABILITY OF ENTERING INTO THIS AGREEMENT, no payment of Non-Qualified Deferred Compensation will be provided HAVE CAREFULLY READ THE AGREEMENT, FULLY UNDERSTAND THE FINAL AND BINDING EFFECT, AND ARE EXECUTING THE AGREEMENT VOLUNTARILY. Agreed to: Date: Feb. 3, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.2016 /s/ G. Xxxxx Xxxxxxx G. Xxxxx Xxxxxxx

Code Section 409A. (a) This Agreement is intended shall be interpreted to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined avoid any penalty sanctions under Code Section section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions shall not be imposed. The Employee shall be solely responsible for any tax imposed under Code section 409A and in no event shall the regulations promulgated thereunder) may only be made Company have any liability with respect to any tax, interest or other penalty imposed under this Agreement upon an event and in a manner permitted by Code Section section 409A. For purposes of Code Section section 409A, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. The first $450,000 (or such greater amount as may be specified in Treas. Reg. § 1.409A-1(b)(9)(iii)(A)) of monthly severance compensation paid under this Agreement shall be considered payments under a “separation pay plan” under Code section 409A. All reimbursements and in-in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A section 409A, including, where applicable, the requirement that (i) any reimbursement is shall be for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses available eligible for reimbursement, or the in-in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will shall be made no later than on or before the last day of the calendar year following the year in which the expense in is incurred, and (iv) the right to reimbursement or in-in kind benefits is not subject to liquidation or exchange for another benefit. (b) To . The Employee’s termination of employment under the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to shall be interpreted in a manner consistent with the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined rules under Code Section 409A(a)(2)(B)(i) and section 409A. In no event shall Employee, directly or indirectly, designate the regulations promulgated thereunder) in the calendar year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentencepayment. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement It is intended to that any amounts payable under this Agreement and German American's and the Employee's exercise of authority or discretion hereunder shall be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject the Employee to the payment of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined any interest or additional tax imposed under Code Section 409A and of the regulations promulgated thereunderCode. In furtherance of this intent, (a) may only be made under this Agreement upon an event and for any amount payable in a manner permitted by Code Section 409A. For purposes of Code Section 409Atwo or more installments, the right to a series of each installment payments under this Agreement shall be treated as a right separate payment, (b) if, due to a series of separate payments. All reimbursements and in-kind benefits provided the circumstances giving rise to any lump sum payment or payments under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, the date of payment or the commencement of such payments thereof must be delayed for six months following the Employee's separation from service in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to "specified employees," then such payment or payments shall be so delayed and paid upon expiration of such six month period and (iib) each payment which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the amount second taxable year. With regard to any provision herein that provides for reimbursement of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, benefits: (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (ivi) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance amount of a “separation from service” with expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the Companyexpenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 provided that the foregoing shall not be construed as violated with regard to expenses covered by Code Section 105(h) that are subject to a guarantee by the Company of any particular tax effect limit related to the Employee under this Agreement, under any plan period in which the arrangement is in effect. Any expense or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any reimbursement payment made under pursuant to this Agreement or under any such other plan, program program, agreement or agreement as an amount includible arrangement of German American referred to herein, shall be made on or before the last day of the taxable year following the taxable year in gross income which such expense or other payment to be reimbursed is incurred. To the extent that any Treasury regulations, guidance or changes to Section 409A would result in the Employee becoming subject to interest and additional tax under Section 409A of the Code, German American and Employee agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A.

Code Section 409A. (a) This The parties intend for the payments and benefits under this Agreement is intended to comply be exempt from Section 409A or, if not so exempt, to be paid or provided in a manner which complies with the requirements of Section 409A of the Internal Revenue Code of 1986such section, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under intend that this Agreement upon shall be construed and administered in accordance with such intention. If any payments or benefits due to you hereunder would cause the application of an event and accelerated or additional tax under Section 409A, such payments or benefits shall be restructured in a manner permitted by Code Section 409A. which does not cause such an accelerated or additional tax. For purposes of Code the limitations on nonqualified deferred compensation under Section 409A, the right to a series each payment of installment payments compensation under this Agreement shall be treated as a right separate payment of compensation. Without limiting the foregoing and notwithstanding anything contained herein to a series of separate paymentsthe contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination date (or death, if earlier). All Notwithstanding anything to the contrary in this Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Agreement shall be made or provided in accordance with Code the requirements of Section 409A 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (iix) the amount of expenses available eligible for reimbursement, or the in-in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other calendar year, ; (iiiy) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in is incurred, ; and (ivz) the right to reimbursement or in-in kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This The Corporation and Consultant agree that each party will cooperate in good faith so that no compensation paid to Consultant by the Corporation under this Agreement is intended to comply with the requirements of will violate Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A , and the regulations promulgated thereunder) may only ; provided, however, that Consultant acknowledges and agrees that in the event that this Agreement or any benefit described herein shall be deemed not to comply with Code Section 409A, then neither the Corporation, the Board, the Compensation Committee of the Board, nor its or their designees, agents, or affiliates shall be liable to Consultant or other persons for actions, decisions, or determinations made in good faith. Whenever payments under this Agreement upon an event and are to be made in installments, each such installment shall be deemed to be a manner permitted by Code Section 409A. For separate payment for purposes of Code Section 409A. Notwithstanding anything to the contrary contained herein, with respect to any reimbursement of expenses, or any provision of in-kind benefits, that are subject to Code Section 409A, and related regulations or other guidance, the right to a series following conditions shall apply: (a) the expenses eligible for reimbursement or the amount of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement in any one taxable year shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, reimbursement or the amount of in-kind benefits provided, provided in any other calendar taxable year, except for any medical reimbursement providing for the reimbursement of expenses referred to in Code Section 105(b); (iiib) the reimbursement of an eligible expense will shall be made no later than the last day of the calendar Consultant’s taxable year following the taxable year in which the such expense in was incurred, ; and (ivc) the right to reimbursement or in-kind benefits is shall not be subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986or an exemption or exclusion therefrom and, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code with respect to amounts that are subject to Section 409A and of the regulations promulgated thereunder) may only Code, shall in all respects be made under this Agreement upon an event and administered in a manner permitted by Code accordance with Section 409A. For purposes 409A of Code Section 409A, the right to a series of installment payments Code. Each payment under this Agreement shall be treated as a right separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to a series of separate paymentsbe made under this Agreement. All reimbursements and in-kind benefits, including any taxable health, dental and vision benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A of the Code, including, where applicablewithout limitation, the requirement that (i) any reimbursement is in no event shall reimbursements by Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that Executive shall have submitted an invoice for such fees and expenses incurred during at least 10 days before the period end of time specified the calendar year next following the calendar year in this Agreement, which such fees and expenses were incurred; (ii) the amount of expenses available for reimbursement, in-kind benefits that Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, that Company is obligated to pay or in-kind benefits provided, provide in any other calendar year, ; (iii) Executive’s right to have the reimbursement of an eligible expense will Company pay or provide such reimbursements and in-kind benefits may not be made no later than the last day of the calendar year following the year in which the expense in incurred, liquidated or exchanged for any other benefit; and (iv) the right in no event shall Company’s obligations to reimbursement make such reimbursements or to provide such in-kind benefits is not subject to liquidation apply later than Executive’s remaining lifetime or exchange for another benefit. (b) To if longer, through the extent required by Code Section 409A, 20th anniversary of the Effective Date. If Executive dies following the Termination Date and notwithstanding any other provision of this Agreement prior to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee any amounts delayed on account of his separation from service until Section 409A of the first Code, such amounts shall be paid to occur the personal representative of (i) Executive’s estate within 30 days after the date of the EmployeeExecutive’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentencedeath. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended With respect to comply with the requirements of any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (together “Code Section 409A”) and that are payable on account of Executive’s termination of employment, such payments shall only be made if such termination of employment constitutes a “separation from service” within the Internal Revenue meaning of Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined Section 409A. The Bank may adjust any payment Xxxxxxxx Executive Employment Agreement hereunder to avoid liability or obligation under Code Section 409A and but such adjustments shall ensure that the regulations promulgated thereunder) may only be payments are made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes that is as close to the terms of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right possible. Notwithstanding anything to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified contrary contained in this Agreement, (ii) the amount of all reimbursements for costs and expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense under this Agreement will be made paid in no event later than the last day end of the calendar year following the calendar year in which the expense in incurredExecutive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, and except as permitted by Code Section 409A, (ivi) the right to reimbursement or in-kind benefits is shall not be subject to liquidation or exchange for another benefit. , and (bii) To the extent amount of expenses eligible for reimbursements 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. In the event that the period for Executive to execute any required by release and the Bank’s obligation to pay any amount referenced in the section straddles two calendar years, the payment will be made in the later calendar year. The Bank and the Bank make no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and notwithstanding no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Bank or any of its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Bank and its affiliates with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b) (4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b) (9) (iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits); the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, no payment this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. In addition, if Executive is a “specified employee,” within the meaning of Non-Qualified Deferred Compensation will Code Section 409A, 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 provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after payable under this Agreement during the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the period immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the EmployeeExecutive’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with for reasons other than Executive’s death (except those payments that may be exempt from 409A by virtue of the Company, as such short-term is defined in Treas. Reg. Section 1.409A-1(h). (ddeferral exception to 409A) The preceding provisions of this paragraph 13 shall not be construed as paid to Executive during such period, but shall instead be accumulated and paid to Executive in a guarantee by lump sum on the Company of any particular tax effect to first business day after the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.date that is six (6) months following Executive’s separation from service.

Code Section 409A. (a) This Agreement It is intended to that payments and benefits made or provided under this Agreement shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (or an exemption thereto. Any payments that qualify for the “Code”). Payments of Nonshort-Qualified Deferred Compensation (as such term is defined deferral” exception, the separation pay exception or another exception under Code Section 409A and of the regulations promulgated thereunder) may only Code shall be made paid under this Agreement upon an event and in a manner permitted by Code Section 409A. the applicable exception. For purposes of Code the limitations on nonqualified deferred compensation under Section 409A409A of the Code, the right to a series each payment of installment payments compensation under this Agreement shall be treated as a right to a series separate payment of separate paymentscompensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Officer pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Officer’s lifetime (or during a shorter period of time specified in this Agreement, ); (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, ; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in is incurred, ; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bc) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which if Officer is one day after the six (6) month anniversary of his separation from service, and in either case only if he is considered a “specified employee” for purposes of Section 409A of the Code (as defined determined in accordance with the methodology established by Umpqua as in effect on the date of Officer’s separation from service (as determined in accordance with Section 409A of the Code)), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Officer under Code Section 409A(a)(2)(B)(i) this Agreement during the six-month period immediately following Officer’s separation from service on account of the 091044.0041/5222763.1 Officer’s separation from service shall be accumulated and paid to Officer on the regulations promulgated thereunder) in first business day of the year of seventh month following his separation from serviceservice (the “Delayed Payment Date”). Any payment that is If Officer dies during the postponement period, the amounts and entitlements delayed pursuant to the provisions on account of Section 409A of the immediately preceding sentence Code shall instead be paid in a lump sum (subject either to all applicable withholding) promptly following Officer’s beneficiary or the personal representative of his estate on the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment Delayed Payment Date or 30 calendar days after the date of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the EmployeeOfficer’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h)death. (d) The preceding provisions Despite any contrary provision of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan references to termination of employment or program sponsored or maintained by the Company or under any other agreement by date of termination shall mean and between the Employee and the Company. The Company shall not be liable refer to the Employee for any additional tax, penalty or interest imposed under Code date of Officer’s “separation from service,” as that term is defined in Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under of the Code and Treasury regulation Section 409A.1.409A-1(h).

Code Section 409A. (a) This The intent of the parties is that payments and benefits under this Agreement is intended to comply with the requirements of with, or be exempt from, Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (b) If the Senior Advisor is deemed on the date that his services under this Agreement terminate to be a “specified employee” within the meaning of 1986that term under Code Section 409A(a)(2)(B), as amended (the then with regard to any payment that is considered “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined nonqualified deferred compensation” under Code Section 409A and the regulations promulgated thereunder) may only payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Senior Advisor, and (B) the date of the Senior Advisor’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Senior Advisor in a lump sum, and any remaining payments and benefits due under this Agreement upon an event and shall be paid or provided in a manner permitted by Code Section 409A. accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, the Senior Advisor’s right to a series of receive any installment payments under pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. All reimbursements In no event may the Senior Advisor, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits provided under this Agreement shall not be made subject to liquidation or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is exchange for expenses incurred during the period of time specified in this Agreementanother benefit, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits providedbenefits, provided during a calendar any taxable year may shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) the reimbursement of an eligible expense will such payments shall be made no later than on or before the last day of the calendar Senior Advisor’s taxable year following the taxable year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefitwas occurred. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Notwithstanding any provision of this Agreement is intended to comply with the requirements of contrary, to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) to avoid the imposition of any additional taxes or other adverse consequences under Code Section 409A, if Xxxxxxxxxxx is a “Code”)specified employee” for purposes of Code Section 409A, any payments of deferred compensation under this Agreement being made as a result of a separation from service shall be delayed until six (6) months after the Separation Date. Payments This Agreement is intended to meet the requirements of Nonthe "short-Qualified Deferred Compensation (as such term is defined deferral" exception, the "separation pay" exception and other exceptions under Code Section 409A and the regulations promulgated thereunder) thereunder to the extent applicable. Notwithstanding anything in this Agreement to the contrary, to the extent required for compliance with Code Section 409A, payments may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. 409A, to the extent applicable. For purposes of Code Section 409A, the right to a series of installment payments under this the Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A 409A, including, where applicable, the requirement that (ia) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (iib) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iiic) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in is incurred, and (ivd) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To . In no event may Xxxxxxxxxxx designate the extent required by year of payment for any amounts payable under this Agreement. The Company does not guarantee that the payments or other benefits under this Agreement will comply with, or be exempt from, Code Section 409A, and notwithstanding or receive any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentencespecific tax treatment. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement It is intended to that payments and benefits made or provided under this Agreement shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (or an exemption thereto. Any payments that qualify for the “Code”). Payments of Nonshort-Qualified Deferred Compensation (as such term is defined deferral” exception, the separation pay exception, or another exception under Code Section 409A and of the regulations promulgated thereunder) may only Code shall be made paid under this Agreement upon an event and in a manner permitted by Code Section 409A. the applicable exception. For purposes of Code the limitations on nonqualified deferred compensation under Section 409A409A of the Code, the right to a series each payment of installment payments compensation under this Agreement shall be treated as a right to a series separate payment of separate paymentscompensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Officer pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Officer’s lifetime (or during a shorter period of time specified in this Agreement, ); (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, ; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in is incurred, ; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bc) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which if Officer is one day after the six (6) month anniversary of his separation from service, and in either case only if he is considered a “specified employee” for purposes of Section 409A of the Code (as defined determined in accordance with the methodology established by Umpqua as in effect on the date of Officer’s separation from service (as determined in accordance with Section 409A of the Code)), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Officer under Code Section 409A(a)(2)(B)(i) this Agreement during the six‑month period immediately following Officer’s separation from service on account of Officer’s separation from service shall be accumulated and paid to Officer on the regulations promulgated thereunder) in first business day of the year of seventh month following his separation from serviceservice (the “Delayed Payment Date”). Any payment that is If Officer dies during the postponement period, the amounts and entitlements delayed pursuant to the provisions on account of Section 409A of the immediately preceding sentence Code shall instead be paid in a lump sum (subject either to all applicable withholding) promptly following Officer’s beneficiary or the personal representative of his estate on the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment Delayed Payment Date or 30 calendar days after the date of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the EmployeeOfficer’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h)death. (d) The preceding provisions Despite any contrary provision of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan references to termination of employment or program sponsored or maintained by the Company or under any other agreement by date of termination shall mean and between the Employee and the Company. The Company shall not be liable refer to the Employee for any additional tax, penalty or interest imposed under Code date of Officer’s “separation from service,” as that term is defined in Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under of the Code and Treasury Regulation Section 409A.1.409A-1(h).

Code Section 409A. (a) This Agreement is intended Notwithstanding anything contained herein to comply the contrary, if at the time of Executive’s termination of employment with the requirements Company for whatever reason, (i) Executive is determined to be a specified employee within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated and other guidance thereunder, at the time of such termination and, (ii) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes any of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind or benefits provided hereunder may constitute “deferred compensation” under this Agreement Section 409A of the Code, then the date of payment of such payments or benefits shall be made or provided in accordance with Code begin, as applicable, on the first payroll date which is more than six months following the date of separation from service, to the extent required to avoid any adverse tax consequences under Section 409A includingof the Code and the regulations and other guidance thereunder. (b) To the extent that any right to reimbursement of expenses or payment of any in-kind benefit under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), where applicable, the requirement that (i) any such expense reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will shall be made by the Company no later than the last day of the calendar taxable year following the taxable year in which the such expense in incurredwas incurred by Executive, and (ivii) the right to reimbursement or in-kind benefits is shall not be subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding (iii) 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 provision of this Agreement to taxable year; provided that the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 foregoing clause shall not be construed as violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a guarantee by the Company of any particular tax effect limit related to the Employee under this Agreement, under any plan or program sponsored or maintained by period the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting arrangement is in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.effect.

Code Section 409A. (a) This To the extent applicable, it is intended, and this Agreement is intended to shall be administered and interpreted in accordance with such intent, that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code of 1986, as amended (the “CodeSection 409A”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A and shall have no force or effect until amended to comply with Code Section 409A, which amendment may be retroactive to the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner extent permitted by Code Section 409A. For Without limiting the generality of the foregoing: (i) for all purposes under this Agreement, reference to Executive’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to Executive’s “separation from service” (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the Company) with the Company; (ii) to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Code Section 409A, 409A of the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this AgreementCode, (iix) the amount of expenses available eligible for reimbursement, reimbursement or the in-kind benefits provided, during a payment under such plan or arrangement in one calendar year may not affect the expenses amount eligible for reimbursement, reimbursement or in-kind benefits provided, payment in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (y) subject to any shorter time periods provided in any expense reimbursement policy of the Company, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; (iii) the reimbursement of an eligible expense will any tax “gross up” payment to which Executive is entitled under this Agreement shall be made paid to Executive no later than the last day of the calendar year following the year in which Executive remits the expense in incurred, and taxes to which the “gross up” payment relates to the applicable tax authority; or (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bpurposes of Section 10(a) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) amounts payable in the year event of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the EmployeeExecutive’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company for a reason other than Cause, death or Disability or by Executive for Good Reason, each such payment is a separate payment within the meaning of any particular tax effect to the Employee final regulations under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement It is intended to that payments and benefits made or provided under this Agreement shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986or an exemption thereto. Any payments that qualify for the "short-term deferral" exception, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined separation pay exception or another exception under Code Section 409A and of the regulations promulgated thereunder) may only Code shall be made paid under this Agreement upon an event and in a manner permitted by Code Section 409A. the applicable exception. For purposes of Code the limitations on nonqualified deferred compensation under Section 409A409A of the Code, the right to a series each payment of installment payments compensation under this Agreement shall be treated as a right to a series separate payment of separate paymentscompensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Officer pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Officer's lifetime (or during a shorter period of time specified in this Agreement, ); (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, ; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in is incurred, ; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bc) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement to the contrary, no if Officer is considered a "specified employee" for purposes of Section 409A of the Code (as determined in accordance with the methodology established by Umpqua as in effect on the date of Officer's separation from service (as determined in accordance with Section 409A of the Code)), any payment that constitutes nonqualified deferred compensation within the meaning of NonSection 409A of the Code that is otherwise due to Officer under this Agreement during the six-Qualified Deferred Compensation will be provided to, or with respect to, the Employee month period immediately following Officer's separation from service on account of Officer's separation from service shall be accumulated and paid to Officer on the first business day of the seventh month following his separation from service until (the "Delayed Payment Date"). If Officer dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid either to Officer's beneficiary or the personal representative of his estate on the first to occur occur· of (i) the Delayed Payment Date or 30 calendar days after the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h)Officer's death. (d) The preceding provisions Despite any contrary provision of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan references to termination of employment or program sponsored or maintained by the Company or under any other agreement by date of termination shall mean and between the Employee and the Company. The Company shall not be liable refer to the Employee for any additional tax, penalty or interest imposed under Code date of Officer's "separation from service" as that term is defined in Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under of the Code and Treasury Regulation Section 409A.l.409A-l(h).

Code Section 409A. (a) This Agreement To the extent applicable, it is intended to that this Agreement and Release comply with or as applicable, constitute a short-term deferral or otherwise be exempt from the requirements provisions of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated there under (the “CodeSection 409A”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A This Agreement and the regulations promulgated thereunder) may only Release will be made under this Agreement upon an event administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Code Section 409A). You and Knight agree that your termination of employment shall be considered a “separation from service” from the Company within the meaning of Section 409A. For purposes of Code To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the right amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to a series of installment payments under this Agreement and Release during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be treated construed as a right separate identified payment for purposes of Section 409A. With respect to a series expenses eligible for reimbursement under the terms of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A includingand Release, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of such expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar reimbursement in any taxable year may shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, reimbursement in another taxable year and (ii) any other calendar year, (iii) the reimbursement reimbursements of an eligible expense will such expenses shall be made no later than the last day end of the calendar year following the calendar year in which the expense in related expenses were incurred, and (iv) except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision as otherwise set forth in Paragraph 2 of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the CompanyRelease. The Company shall not makes no representation that any or all of the payments described in this Agreement and Release will be liable to the Employee for any additional tax, penalty exempt from or interest imposed under Code comply with Section 409A nor for reporting in good faith any payment made under this Agreement or under of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such other planpayment. You understand and agree that you shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. We appreciate your service to Knight, program or agreement as an amount includible and we wish you the best in gross income under Code Section 409A.all your future endeavors. Sincerely yours, Knight Capital Americas LLC By: /s/ Sxxxxx Bisgay________________ Sxxxxx Xxxxxx Executive Vice President, Chief Operating Officer and Chief Financial Officer Knight Capital Group, Inc. On behalf of Knight Capital Americas LLC _/s/ Al Lhota______________________ Date: _June 28, 2013______ Ax Xxxxx Subscribed and sworn to before me This 28 day of__June________2013 _/s/ Jillian Doyle__________________ NOTARY PUBLIC

Code Section 409A. (a) This It is the intention of the parties that the provisions of this Agreement is intended to comply with the requirements of the “short-term deferral” exception of Section 409A of the Internal Revenue Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of 1986this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception. Each installment that becomes payable in respect of vested Restricted Stock Units subject to the Award is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). In no event shall the Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of Code Section 409A. (b) If and to the extent this Agreement may be deemed to create an arrangement subject to the requirements of Code Section 409A, then, notwithstanding anything to the contrary in this Agreement, the following provisions shall apply: 6 (i) No shares of Common Stock or other amounts which become issuable or distributable under this Agreement by reason of the Participant’s cessation of Service shall actually be issued or distributed to the Participant until the date of the Participant’s Separation from Service due to such cessation of Service or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in which such Separation from Service occurs and (ii) the fifteenth day of the third calendar month following the date of such Separation from Service. (ii) No shares of Common Stock or other amounts which become issuable or distributable under this Agreement by reason of the Participant’s cessation of Service shall actually be issued or distributed to the Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of the Participant’s Separation from Service or (ii) the date of the Participant’s death, if the Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as amended (determined by the “Code”Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Payments The deferred shares or other distributable amount shall be issued or distributed in a lump sum on the first day of Non-Qualified Deferred Compensation the seventh (7th) month following the date of the Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Corporation receives proof of the Participant’s death. (iii) No amounts that vest and become payable under Paragraph 5 of this Agreement by reason of a Change in Control shall be distributed to the Participant at the time of such Change in Control, unless that transaction also qualifies as such term is defined a change in control event under Code Section 409A and the regulations promulgated Treasury Regulations thereunder) may only . In the absence of such a qualifying change in control, the distribution shall not be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409Auntil the date or dates on which those amounts are to be distributed pursuant to the Normal Vesting Schedule, or to the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where extent applicable, the requirement that (iprovisions of Paragraph 5(c) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a1) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made The expenses eligible for reimbursement under this Agreement upon an event and are subject to the additional rules set forth in a manner permitted by Code this Section 409A. For purposes of 4.15. To the extent they constitute deferred compensation under Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the . Any such reimbursement of an eligible expense will shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense in was incurred, and (iv) the . The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another any other benefit. (b2) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the contrary, no payment of Non-Qualified Deferred Compensation will Code shall be provided toand paid in a manner, or and at such time, including without limitation payment and provision of benefits only in connection with respect tothe occurrence of a permissible payment event contained in Section 409A (e.g., the Employee on account of his separation from service until from the first to occur Corporation and its affiliates as defined for purposes of (i) the date Section 409A of the EmployeeCode), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Xx. Xxxxxxxx is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Corporation’s death or (ii) the date any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is one day after considered deferred compensation subject to Section 409A of the Code, and the timing of which depends on Xx. Xxxxxxxx’x separation from service, shall be deferred for six (6) month anniversary months after termination of his separation from serviceXx. Xxxxxxxx’x employment or, and in either case only if he is a “specified employee” (earlier, Xx. Xxxxxxxx’x death, as defined under Code required by Section 409A(a)(2)(B)(i) and of the regulations promulgated thereunder) in Code (the year of his separation from service“409A Deferral Period”). Any payment amount that is delayed pursuant otherwise would have been paid during the 409A Deferral Period shall be paid on the day following the 409A Deferral Period. Notwithstanding the foregoing, neither the Corporation, nor any of its Affiliates, nor any of their officers, directors, employees or representatives shall be liable to the provisions Xx. Xxxxxxxx for any interest, taxes or penalties resulting from non-compliance with Section 409A of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur Code. For purposes of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary Agreement, termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of mean a “separation from service” with within the Companymeaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xx. Xxxxxxxx would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, as such term is defined in Treasif lesser, Xx. Reg. Section 1.409A-1(hXxxxxxxx’x period of service). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement Award is intended to be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including(or any successor provision of the Code), where applicableand shall be interpreted and construed accordingly and each payment hereunder shall be considered a separate payment for such purpose. To the extent this Agreement provides for the Award to become vested and be settled upon the Participant’s termination of employment, the requirement that underlying Shares shall be transferred to the Participant or his or her beneficiary upon the Participant’s “separation from service,” within the meaning of Code Section 409A (i) or any reimbursement is for expenses incurred during successor provision of the period of time specified Code). Notwithstanding any other provision in this AgreementAward, to the extent any payments hereunder constitute nonqualified deferred compensation, within the meaning of Code Section 409A (iior any successor provision of the Code), then (a) the amount each such payment which is conditioned upon Participant’s execution of expenses available for reimbursement, a release and which is to be paid or the in-kind benefits provided, provided during a calendar designated period that begins in one taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, and ends in any other calendar a second taxable year, (iii) shall be paid or provided in the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, two taxable years and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To if Participant is a “specified employee” (within the extent required by meaning of Code Section 409A, and notwithstanding 409A (or any other successor provision of this Agreement to the contraryCode)) as of the date of Participant’s separation from service, no each such payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his that is payable upon Participant’s separation from service and would have been paid prior to the six-month anniversary of Participant’s separation from service, shall be delayed until the first earlier to occur of (i) the date first day of the Employeeseventh month following Participant’s death separation from service or (ii) the date which is one day after of Participant’s death. Although this Section 25 and any payments provided hereunder are intended to be exempt from or to otherwise comply with the six (6) month anniversary requirements of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i409A (or any successor provision of the Code), Tupperware does not represent or warrant that this Section 25 or the payments provided hereunder will comply with Code Section 409A (or any successor provision of the Code) and or any other provisions of U.S. or non-U.S. federal, state or local law. Neither Tupperware, nor the regulations promulgated thereunder) in the year Employer nor any Subsidiary or affiliate of his separation from service. Any payment that is delayed pursuant Tupperware nor their respective directors, officers, employees or advisers shall be liable to the provisions of Participant (or any other individual claiming a benefit through the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholdingParticipant) promptly following for any tax, interest, or penalties the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed Participant may owe as a guarantee by the Company result of any particular tax effect to the Employee compensation paid under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee Tupperware, its Subsidiaries and the Company. The Company Employer shall not be liable have no obligation to indemnify or otherwise protect the Employee for Participant from the obligation to pay any additional tax, penalty or interest imposed under taxes pursuant to Code Section 409A nor for reporting (or any successor provision of the Code). [OFFICER NAME] [OFFICER TITLE] This Appendix includes additional terms and conditions that govern the grant of Restricted Stock Units under the Plan if the Participant is or becomes subject to the laws of any of the countries listed below. Certain capitalized terms used but not defined herein shall have the meanings ascribed to them in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.the Plan and/or the Restricted Stock Unit Agreement.

Code Section 409A. (a) This Agreement is intended to comply with meet the requirements of Section 409A of the Internal Revenue Code Code, and shall be interpreted and construed consistent with that intent. Each payment provided hereunder, whether part of 1986the Severance Benefits or otherwise, as amended (is intended to be a separate payment for purposes of Section 409A of the “Code”, including Treasury Regulation 1.409A-2(b)(2). Payments All payments of Non-Qualified Deferred Compensation (as such term is defined under Code nonqualified deferred compensation subject to Section 409A and the regulations promulgated thereunder) to be made upon a termination of employment under this Agreement may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes the Executive’s “separation from service” (within the meaning of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, of the requirement that Code) (i) any reimbursement is for expenses incurred during a “Separation from Service”). Notwithstanding anything to the period of time specified contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5.3(b), shall be paid to the Executive during the six-month period following the Executive’s Separation from Service if the Corporation determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (iior such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) the amount of expenses available for reimbursementwould apply, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will such amounts shall be made no later than on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentencecalendar year. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. A. Notwithstanding any other provision of this Agreement to the contrary, the Parties to this Agreement intend that this Agreement will satisfy the applicable requirements, if any, of Code Section 409A in a manner that will preclude the imposition of additional taxes and interest imposed under Code Section 409A. The Parties agree that this Agreement will be read or amended (aas determined by Bio-Techne in its sole discretion) This Agreement is intended to the extent necessary to comply with the requirements of Code Section 409A of the Internal Revenue Code of 1986409A, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A from time to time, and the regulations promulgated notices and other guidance of general applicability issued thereunder) may only be . For purposes of Section 409A, each payment made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall will be treated as a right to a series separate payment. In no event may Employee, directly or indirectly, designate the calendar year of separate payments. payment. B. All reimbursements and in-kind benefits provided under this Agreement shall will be made or provided in accordance with the requirements of Code Section 409A 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last day of the calendar year following the year in which the expense in is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To C. Further, if any of the extent required by payments described in this Agreement are subject to the requirements of Code Section 409A, 409A and notwithstanding any other provision of this Agreement to the contrary, no payment of NonBio-Qualified Deferred Compensation will be provided to, or with respect to, the Techne determines that Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under in Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions 409A as of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur date of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary Employee’s termination of employment (which will have the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a same meaning as “separation from service” with the Company, as such term is defined in Treas. Reg. Code Section 1.409A-1(h409A). (d) The preceding provisions , all or a portion of this paragraph 13 shall such payments will not be construed as a guarantee by paid or commence earlier than the Company first day of any particular tax effect the seventh month following the date of Employee’s termination of employment, but only to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee extent such delay is required for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under compliance with Code Section 409A.

Code Section 409A. (a) This It is the intention of the parties that the provisions of this Agreement is intended shall, to the maximum extent permissible, comply with the requirements of the short-term deferral exception to Section 409A of the Internal Revenue Code and Treasury Regulations Section 1.409A-1(b)(4) with respect to one or more Tranches or Subtranches of 1986this Award. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions, as amended (they apply to such Tranches or Subtranches, shall be interpreted and applied in a manner that does not result in a violation of the “Code”). Payments requirements or limitations of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right Treasury Regulations thereunder that apply to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefitsuch exception. (b) To However, to the extent required by this Agreement should be deemed to create a deferred compensation arrangement subject to the requirements of Code Section 409A, and notwithstanding any other provision 409A with respect to one or more Tranches or Subtranches of this Agreement Award, whether by reason of any deferral election made pursuant to Paragraph 8 above or the pro-rata service-vesting provisions of this Agreement, then the following provisions shall apply with respect to any such Tranche or Subtranche, notwithstanding anything to the contrary, no payment contrary set forth herein: - No shares of Non-Qualified Deferred Compensation will be provided to, Common Stock or other amounts which become issuable or distributable with respect to, the Employee on account to such Tranche or Subtranche by reason of his separation from service Participant's cessation of Continuous Service shall actually be issued or distributed to Participant until the first to occur date of Participant's Separation from Service or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in which such Separation from Service occurs or (ii) the fifteenth day of the third calendar month following the date of such Separation from Service. - No shares of Common Stock or other amounts which become issuable or distributable with respect to such Tranche or Subtranche by reason of Participant's cessation of Continuous Service shall actually be issued or distributed to Participant prior to the Employee’s death earlier of (i) the first day of the seventh (7th) month following the date of Participant's Separation from Service or (ii) the date which of Participant's death, if Participant is one day after deemed at the six (6time of such Separation from Service to be a specified employee under Section 1.409A-1(i) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined the Treasury Regulations issued under Code Section 409A(a)(2)(B)(i) 409A, as determined by the Administrator in accordance with consistent and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant uniform standards applied to the provisions all other Code Section 409A arrangements of the immediately preceding sentence Corporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall instead be paid issued or distributed in a lump sum on the first day of the seventh (subject to all applicable withholding7th) promptly month following the date of Participant's Separation from Service or, if earlier, the first to occur day of the two dates specified in such month immediately preceding sentence. (c) Any payment following the date the Corporation receives proof of Non-Qualified Deferred Compensation made Participant's death. - No amounts that vest and become payable under Paragraph 4 or Paragraph 5 of this Agreement pursuant with respect to that Tranche or Subtranche by reason of a voluntary or involuntary termination Change in Control shall be distributed to Participant at the time of such Change in Control, unless that transaction also constitutes a Qualifying Change in Control. In the Employee’s employment absence of such a Qualifying Change in Control, the distribution shall not be made until the date on which the shares to which those amounts pertain would have become issuable in accordance with the Company provisions of Paragraph 7(a) of this Agreement. - If Participant has made a deferral election under Paragraph 8 of this Agreement with respect to any Tranche or Subtranche of this Award, no amounts that vest and become payable under Paragraph 4 or Paragraph 5 with respect to that Tranche or Subtranche by reason of a Change in Control shall be withheld until distributed to Participant at the Employee incurs both time of that Change in Control unless (i) the transaction also constitutes a termination of his employment relationship with the Company Qualifying Change in Control and (ii) such deferral election provides for a distribution upon such an event. In the first instance absence of such a “separation from service” Qualifying Change in Control or distribution election tied thereto, the distribution shall not be made until the date on which the shares to which those amounts pertain would have become issuable in accordance with Participant's deferral election under Paragraph 8 of this Agreement. - The shares of Common Stock that are issuable pursuant to each Tranche or separate Subtranche of this Award in accordance with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 Agreement and attached Schedules I and II shall not be construed as deemed a guarantee by the Company separate payment for purposes of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (aas defined below) This Agreement is intended to comply with will be considered due or payable until the requirements Employee has a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended amended, and the final regulations and any guidance promulgated thereunder (the “Code”"Section 409A"). Payments In addition, if the Employee is a "specified employee" within the meaning of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and at the regulations promulgated thereunder) may only be made time of the Employee's separation from service (other than due to death), then the severance benefits payable to the Employee under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursementif any, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in and any other calendar yearseverance payments or separation benefits that may be considered deferred compensation under Section 409A (together, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified "Deferred Compensation will be provided to, or with respect to, Separation Benefits") otherwise due to the Employee on account of his or within the six (6) month period following the Employee's separation from service until will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first to occur of date six (i6) months and one (1) day following the date of the Employee’s death 's separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the date which is one day after contrary, if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his separation from serviceor her date of separation, and then any payments delayed in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead accordance with this paragraph will be paid payable in a lump sum (subject less applicable withholding taxes) to all applicable withholding) promptly following the first to occur of Employee's estate as soon as administratively practicable after the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination date of the Employee’s employment 's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the Company shall payment schedule applicable to each payment or benefit. This provision is intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be withheld until provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Corporation and the Employee incurs both (i) a termination of his employment relationship with the Company agree to work together in good faith to consider amendments to this Agreement and (ii) the first instance of a “separation from service” with the Companyto take such reasonable actions which are necessary, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company appropriate or desirable to avoid imposition of any particular additional tax effect or income recognition prior to actual payment to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended Notwithstanding anything to comply with the requirements of contrary in this Agreement, if the Company reasonably determines that Section 409A of the Internal Revenue Code will result in the imposition of 1986interest and additional tax, as amended Executive shall not be paid any compensation or benefits hereunder (whether payable pursuant to Section 9 or 11(d) or otherwise) upon a separation from service (within the “Code”). Payments meaning of Non-Qualified Deferred Compensation (as such term is defined under Section 409A(a)(2)(A)(i) of the Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event until the date which is 6 months after the date of such separation from service (or, if earlier, the date of death of the Executive). Such severance or other benefits otherwise due to Executive on or within the six (6) month period following Executive’s termination of employment will accrue during such six (6) month period and will become payable in a manner permitted by Code Section 409A. For purposes lump sum payment on the date six (6) months and one (1) day following the date of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentsExecutive’s termination. All subsequent payments, if any, will be payable as provided in this Agreement. With respect to reimbursements and (whether such reimbursements are for business expenses or, to the extent permitted under the Company’s policies, other expenses) and/or in-kind benefits provided under this Agreement benefits, in each case, that constitute deferred compensation subject to Code Section 409A (as determined by the Company in its sole discretion), each of the following shall apply: (1) no reimbursement of expenses incurred by the Executive during any taxable year shall be made or provided in accordance with Code Section 409A including, where applicable, after the requirement that (i) any reimbursement is for expenses incurred during last day of the period following taxable year of time specified in this Agreementthe Executive, (ii2) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar taxable year may of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, to the Executive in any other calendar taxable year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv3) the right to reimbursement of such expenses or in-kind benefits is shall not be subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable and Executive agree that this Agreement and the rights granted to the Employee for any additional taxExecutive hereunder are intended to meet the requirements of paragraphs (2), penalty or interest imposed under Code (3) and (4) of Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.409A(a)(1)(A) of the Code.

Code Section 409A. (a1) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made The expenses eligible for reimbursement under this Agreement upon an event and are subject to the additional rules set forth in a manner permitted by Code this Section 409A. For purposes of 4.15. To the extent they constitute deferred compensation under Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the . Any such reimbursement of an eligible expense will shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense in was incurred, and (iv) the . The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another any other benefit. (b2) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the contrary, no payment of Non-Qualified Deferred Compensation will Code shall be provided toand paid in a manner, or and at such time, including without limitation payment and provision of benefits only in connection with respect tothe occurrence of a permissible payment event contained in Section 409A (e.g., the Employee on account of his separation from service until from the first to occur Corporation and its affiliates as defined for purposes of (i) the date Section 409A of the EmployeeCode), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Xx. Xxxxxx is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Corporation’s death or (ii) the date any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is one day after considered deferred compensation subject to Section 409A of the Code , and the timing of which depends on Xx. Xxxxxx’x separation from service, shall be deferred for six (6) month anniversary months after termination of his separation from serviceXx. Xxxxxx’x employment or, and in either case only if he is a “specified employee” (earlier, Xx. Xxxxxx’x death, as defined under Code required by Section 409A(a)(2)(B)(i) and of the regulations promulgated thereunder) in Code (the year of his separation from service“409A Deferral Period”). Any payment amount that is delayed pursuant otherwise would have been paid during the 409A Deferral Period shall be paid on the day following the 409A Deferral Period. Notwithstanding the foregoing, neither the Corporation, nor any of its Affiliates, nor any of their officers, directors, employees or representatives shall be liable to the provisions Xx. Xxxxxx for any interest, taxes or penalties resulting from non-compliance with Section 409A of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur Code. For purposes of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary Agreement, termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of mean a “separation from service” with within the Companymeaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xx. Xxxxxx would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, as such term is defined in Treasif lesser, Xx. Reg. Section 1.409A-1(hXxxxxx’x period of service). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a1) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made The expenses eligible for reimbursement under this Agreement upon an event and are subject to the additional rules set forth in a manner permitted by Code this Section 409A. For purposes of 4.15. To the extent they constitute deferred compensation under Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the . Any such reimbursement of an eligible expense will shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense in was incurred, and (iv) the . The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another any other benefit. (b2) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the contrary, no payment of Non-Qualified Deferred Compensation will Code shall be provided toand paid in a manner, or and at such time, including without limitation payment and provision of benefits only in connection with respect tothe occurrence of a permissible payment event contained in Section 409A (e.g., the Employee on account of his separation from service until from the first to occur Corporation and its affiliates as defined for purposes of (i) the date Section 409A of the EmployeeCode), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Xx. Xxxxxx is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Corporation’s death or (ii) the date any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is one day after considered deferred compensation subject to Section 409A of the Code, and the timing of which depends on Xx. Xxxxxx’x separation from service, shall be deferred for six (6) month anniversary months after termination of his separation from serviceXx. Xxxxxx’x employment or, and in either case only if he is a “specified employee” (earlier, Xx. Xxxxxx’x death, as defined under Code required by Section 409A(a)(2)(B)(i) and of the regulations promulgated thereunder) in Code (the year of his separation from service“409A Deferral Period”). Any payment amount that is delayed pursuant otherwise would have been paid during the 409A Deferral Period shall be paid on the day following the 409A Deferral Period. Notwithstanding the foregoing, neither the Corporation, nor any of its Affiliates, nor any of their officers, directors, employees or representatives shall be liable to the provisions Xx. Xxxxxx for any interest, taxes or penalties resulting from non-compliance with Section 409A of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur Code. For purposes of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary Agreement, termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of mean a “separation from service” with within the Companymeaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xx. Xxxxxx would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, as such term is defined in Treasif lesser, Xx. Reg. Section 1.409A-1(hXxxxxx’x period of service). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement It is intended to that payments and benefits made or provided under this Agreement shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (or an exemption thereto. Any payments that qualify for the “Code”). Payments of Nonshort-Qualified Deferred Compensation (as such term is defined deferral” exception, the separation pay exception, or another exception under Code Section 409A and of the regulations promulgated thereunder) may only Code shall be made paid under this Agreement upon an event and in a manner permitted by Code Section 409A. the applicable exception. For purposes of Code the limitations on nonqualified deferred compensation under Section 409A409A of the Code, the right to a series each payment of installment payments compensation under this Agreement shall be treated as a right to a series separate payment of separate paymentscompensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Officer pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Officer’s lifetime (or during a shorter period of time specified in this Agreement, ); (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, ; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in is incurred, ; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bc) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which if Officer is one day after the six (6) month anniversary of his separation from service, and in either case only if he is considered a “specified employee” for purposes of Section 409A of the Code (as defined determined in accordance with the methodology established by Umpqua as in effect on the date of Officer’s separation from service (as determined in accordance with Section 409A of the Code)), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Officer under Code Section 409A(a)(2)(B)(i) this Agreement during the sixmonth period immediately following Officer’s separation from service on account of Officer’s separation from service shall be accumulated and paid to Officer on the regulations promulgated thereunder) in first business day of the year of seventh month following his separation from serviceservice (the “Delayed Payment Date”). Any payment that is If Officer dies during the postponement period, the amounts and entitlements delayed pursuant to the provisions on account of Section 409A of the immediately preceding sentence Code shall instead be paid in a lump sum (subject either to all applicable withholding) promptly following Officer’s beneficiary or the personal representative of his estate on the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment Delayed Payment Date or 30 calendar days after the date of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the EmployeeOfficer’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h)death. (d) The preceding provisions Despite any contrary provision of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan references to termination of employment or program sponsored or maintained by the Company or under any other agreement by date of termination shall mean and between the Employee and the Company. The Company shall not be liable refer to the Employee for any additional tax, penalty or interest imposed under Code date of Officer’s “separation from service,” as that term is defined in Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under of the Code and Treasury Regulation Section 409A.1.409A-1(h).

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended amended, and guidance issued thereunder (the “CodeSection 409A”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code , to the extent Section 409A may be applicable, and the regulations promulgated thereunder) may only shall be made construed accordingly. Any payments or distributions payable to Consultant under this Agreement upon an event and in a manner permitted by Code Section 409A. For “separation from service” (as defined for purposes of Code Section 409A) of amounts classified as “nonqualified deferred compensation” for purposes of Section 409A, the right to a series of installment payments and not exempt from Section 409A, shall in no event be made or commence until six (6) months after such separation from service. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a right to separate payment for purposes of Section 409A. Where this Agreement provides that a series payment will be made upon a specified date or during a specified period, such date or period will be the Section 409A “payment date” or “payment period”, but actual payment will be made no later than the latest date permitted under Section 409A (generally, by the later of separate paymentsthe end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). All Any reimbursements and paid or in-kind benefits provided under this Agreement Agreement, to the extent necessary to comply with Section 409A, shall be made or provided as soon as practicable but no later than 90 days after Consultant submits evidence of such expenses to the Company (which payment date shall in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will no event be made no later than the last day of the calendar year following the calendar year in which the expense was incurred). The amount of such reimbursements or benefits during any calendar year shall not affect reimbursements or benefits provided in incurredany other calendar year, and (iv) the right to reimbursement or in-kind benefits is any reimbursements shall not be subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This The intent of the parties is that payments and benefits under this Agreement is intended to shall comply with the requirements of Section 409A of the or be exempt from Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the regulations promulgated thereunder) 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 only be made imposed on the Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. To the extent any taxable expense reimbursement or in-kind benefits under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of is subject to Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided amount thereof eligible in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may shall not affect the expenses amount eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will in no event shall any expenses be made no later than reimbursed after the last day of the calendar year following the year in which the expense in incurredEmployee incurred such expenses, and (iv) the in no event shall any right to reimbursement or receipt of in-kind benefits is not be subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding . Notwithstanding any other provision provisions of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, if the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under within the meaning of Code Section 409A(a)(2)(B)(i) 409A and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed determined pursuant to any policies adopted by the provisions of Company consistent with Code Section 409A), at the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination time of the Employee’s employment with separation from service (as defined in Code Section 409A), and if any portion of the Company shall payments or benefits to be withheld until received by the Employee incurs both upon separation from service would be considered deferred compensation under Code Section 409A and cannot be paid or provided to the Employee without the Employee incurring taxes, interest or penalties under Code Section 409A, 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 Employee’s separation from service will instead be paid or made available on the earlier of (i) a termination the first business day of his employment relationship with the Company and seventh month following the date of the Employee’s separation from service or (ii) the first instance of a “separation from service” with the Company, as such term is defined in TreasEmployee’s death. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any Each payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under is intended to be a “separate payment” and not one of a series of payments for purposes of Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of “Non-Qualified Deferred Compensation Compensation” (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee you on account of his your separation from service until the first to occur of (i) the date of the Employee’s your death or (ii) the date which is one day after the six (6) month anniversary of his your separation from service, and in either case only if he is you are a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his your separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s your employment with the Company shall be withheld until the Employee incurs you incur both (i) a termination of his your employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 Section 10 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee you under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee you and the Company. The Company shall not be liable to the Employee you for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. The benefits (a“Severance Benefits”) This provided under Section 3 of this Agreement is are intended to comply with Section 409A of the requirements Code or to otherwise be exempt therefrom. 21.1.1 Notwithstanding anything herein to the contrary, if (a) the Executive is a “specified employee” as determined pursuant to Section 409A of the Code as of the date of the Executive’s “separation from service” (within the meaning of Treas. Reg. 1.409A-1(h)) and if any Severance Benefits or other payment or benefit provided for in this Agreement or otherwise both (i) constitutes a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986and (ii) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to “additional tax”, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined interest or penalties under Code Section 409A and of the regulations promulgated thereunder) may Code, then any such Severance Benefit or other payment or benefit that is payable during the first six months following the Executive’s “separation from service” shall be paid or provided to the Executive in a cash lump-sum on the first business day of the seventh calendar month following the month in which the Executive’s “separation from service” occurs. Any payment or benefit due upon a termination of the Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be made paid or provided to the Executive upon a “separation from service. 21.1.2 To the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right is determined to a series of installment payments under this Agreement shall be treated as a right subject to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A includingof the Code, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of any such expenses available eligible for reimbursement, or the provision of any in-kind benefits providedbenefit, during a calendar in one taxable year may shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, reimbursement in any other calendar yeartaxable year (except for any life-time or other aggregate limitation applicable to medical expenses), (iii) the reimbursement of an eligible expense will in no event shall any expenses be made no later than reimbursed after the last day of the calendar year following the calendar year in which the expense in incurredExecutive incurred such expenses, and (iv) the in no event shall any right to reimbursement or the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit. (b) To . For the extent required by Code purposes of this Agreement, each payment made pursuant to Section 409A3 shall be deemed to be separate payments, and notwithstanding any other provision amounts payable under Section 3 of this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A of the Code to the contrary, no payment of Non-Qualified Deferred Compensation will be extent provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined exceptions in Treas. Reg. Section 1.409A-1(hSections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii). (d) The preceding and other applicable provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the CompanyTreas. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Reg. Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.1.409A-1 through A-6.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A The intent of the parties is that payments and benefits under this letter comply with, or be exempt from, Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations and guidance promulgated thereunder) may only be made under thereunder (collectively “Code Section 409A”). Accordingly, if any provision of this Agreement upon letter is ambiguous, such that one interpretation would subject a payment or benefit to the excise tax imposed by Code Section 409A and an event alternative interpretation would not so subject the payment or benefit, the parties intend the interpretation that would not so subject the payment or benefit to apply. With regard to any provision herein that provides for reimbursement of costs and in a manner expenses or in-kind benefits, except as permitted by Code Section 409A. For purposes of Code Section 409A, (i) the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and reimbursement or in-kind benefits provided under this Agreement shall not be made subject to liquidation or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is exchange for expenses incurred during the period of time specified in this Agreementanother benefit, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits providedbenefits, provided during a calendar any taxable year may shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(a) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (iii) the reimbursement of an eligible expense will such payments shall be made no later than on or before the last day of your taxable year following the taxable year in which the expense occurred, provided that any tax gross-ups may be reimbursed by the end of the calendar year following the calendar year in which such taxes are remitted to the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by taxing authorities. For purposes of Code Section 409A, each payment hereunder shall be treated as a separate payment and notwithstanding your right to receive any other provision of installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may you, directly or indirectly, designate the contrary, no calendar year of any payment to be made under this letter that is considered nonqualified deferred compensation. Termination of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his employment as used herein shall mean separation from service until within the first to occur meaning of (i) Code Section 409A. In the date event at the time of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his any separation from service, and in either case only if he is service you are a “specified employee” (as defined under within the meaning of Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (409A, any deferred compensation subject to all applicable withholding) promptly following the first to occur Code Section 409A payable as a result of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect paid prior to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by earlier of six (6) months after such termination and between the Employee your death and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.paid immediately thereafter.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Code Section 409A and shall be construed accordingly. Any payments or distributions to be made to Executive under this Agreement upon a separation from service of amounts classified as "nonqualified deferred compensation" for purposes of Code Section 409A, and not exempt from Code Section 409A, shall in no event be made or commence until six months after Executive's Section 409A Separation from Service. Any reference to a payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the Internal Revenue short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations. Each payment under this Agreement (whether of 1986cash, property or benefits) shall be treated as a separate payment for purposes of Code Section 409A. Where this Agreement provides that a payment will be made upon a specified date or during a specified period, such date or period, as amended (required by Code Section 409(A), but in no way to detract from or excuse the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined payment deadlines set forth in the operative provisions above in this Agreement, will be the Code Section 409A "payment date" or "payment period", and actual payment will be made no later than the latest date permitted under Code Section 409A and the regulations promulgated thereunder) may only be thereunder (generally, by the later of the end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made under pursuant to this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of are reimbursements exempt from Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, such payments during a any calendar year may shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, provided in any other calendar year, (iii) and the reimbursement of an eligible expense will right to any such payments shall not be made subject to liquidation or exchange for another benefit or payment. As required by Code Section 409A, but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, the payment date for any reimbursements shall in no event be later than the last day of the calendar year immediately following the calendar year in which the reimbursed expense in was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is The Restricted Stock Units are intended to comply with Section 409A of the requirements Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Participant shall not be considered to have terminated employment with the Corporation for purposes of any payments under this Award Agreement which are subject to Section 409A of the Code until the Participant has incurred a “separation from service” from the Corporation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only Each amount to be made paid or benefit to be provided under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Award Agreement shall be treated construed as a right to a series separate identified payment for purposes of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A includingof the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, where applicableto the extent required in order to avoid an accelerated or additional tax under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Award Agreement during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s separation from service (or, if earlier, the requirement that Participant’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, (i) any reimbursement is for expenses amounts reimbursable to the Participant shall be paid to the Participant on or before the last day of the year following the year in which the expense was incurred during the period of time specified in this Agreement, (ii) and the amount of expenses available eligible for reimbursement, or the in-reimbursement (and in kind benefits provided, provided to the Participant) during a calendar one year may not affect the expenses eligible for reimbursement, amounts reimbursable or in-kind benefits provided, provided in any other calendar subsequent year, and (iiiii) any tax gross-up payments (and related reimbursements) payable to the reimbursement of an eligible expense will Participant under this Award Agreement shall be made paid no later than the last day end of the calendar year following the year in which the expense tax resulting in incurred, and (iv) the right to reimbursement gross-up is paid. The Corporation makes no representation that any or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To all of the extent required by Code Section 409A, and notwithstanding any other provision of payments described in this Award Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, exempt from or comply with respect to, the Employee on account of his separation from service until the first to occur of (i) the date Section 409A of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, Code and in either case only if he is a “specified employee” (as defined under Code makes no undertaking to preclude Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions 409A of the immediately preceding sentence shall instead be paid in a lump sum (subject Code from applying to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.payment.

Code Section 409A. (a) This Agreement It is intended to that payments and benefits made or provided under this Agreement shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (or an exemption thereto. Any payments that qualify for the “Code”). Payments of Nonshort-Qualified Deferred Compensation (as such term is defined deferral” exception, the separation pay exception or another exception under Code Section 409A and of the regulations promulgated thereunder) may only Code shall be made paid under this Agreement upon an event and in a manner permitted by Code Section 409A. the applicable exception. For purposes of Code the limitations on nonqualified deferred compensation under Section 409A409A of the Code, the right to a series each payment of installment payments compensation under this Agreement shall be treated as a right to a series separate payment of separate paymentscompensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Officer pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Officer’s lifetime (or during a shorter period of time specified in this Agreement, ); (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, ; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in is incurred, ; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bc) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which if Officer is one day after the six (6) month anniversary of his separation from service, and in either case only if he is considered a “specified employee” for purposes of Section 409A of the Code (as defined determined in accordance with the methodology established by Umpqua as in effect on the date of Officer’s separation from service (as determined in accordance with Section 409A of the Code)), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Officer under Code Section 409A(a)(2)(B)(i) this Agreement during the six-month period immediately following Officer’s separation from service on account of Officer’s separation from service shall be accumulated and paid to Officer on the regulations promulgated thereunder) in first business day of the year of seventh month following his separation from serviceservice (the “Delayed Payment Date”). Any payment that is If Officer dies during the postponement period, the amounts and entitlements delayed pursuant to the provisions on account of Section 409A of the immediately preceding sentence Code shall instead be paid in a lump sum (subject either to all applicable withholding) promptly following Officer’s beneficiary or the personal representative of his estate on the first to occur of the two dates specified in such immediately preceding sentenceDelayed Payment Date or 30 calendar days after the date of Officer’s death. (cd) Any payment Despite any contrary provision of Non-Qualified Deferred Compensation made under this Agreement pursuant Agreement, any references to a voluntary or involuntary termination of employment or date of termination shall mean and refer to the Employeedate of Officer’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such that term is defined in Treas. Reg. Section 409A of the Code and Treasury regulation Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986or an exemption or exclusion therefrom and, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code with respect to amounts that are subject to Section 409A and of the regulations promulgated thereunder) may only Code, shall in all respects be made under this Agreement upon an event and administered in a manner permitted by Code accordance with Section 409A. For purposes 409A of Code Section 409A, the right to a series of installment payments Code. Each payment under this Agreement shall be treated as a right separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to a series of separate paymentsbe made under this Agreement. All reimbursements and in-kind benefits, including any taxable health, dental and vision benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with Code the requirements of Section 409A of the Code, including, where applicablewithout limitation, the requirement that (i) any reimbursement is in no event shall reimbursements by Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that Executive shall have submitted an invoice for such fees and expenses incurred during at least 10 days before the period end of time specified the calendar year next following the calendar year in this Agreement, which such fees and expenses were incurred; (ii) the amount of expenses available for reimbursement, in-kind benefits that Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, that Company is obligated to pay or in-kind benefits provided, provide in any other calendar year, ; (iii) Executive's right to have the reimbursement of an eligible expense will Company pay or provide such reimbursements and in-kind benefits may not be made no later than the last day of the calendar year following the year in which the expense in incurred, liquidated or exchanged for any other benefit; and (iv) the right in no event shall Company's obligations to reimbursement make such reimbursements or to provide such in-kind benefits is not subject to liquidation apply later than Executive's remaining lifetime or exchange for another benefit. (b) To if longer, through the extent required by Code Section 409A, 20th anniversary of the Effective Date. If Executive dies following the Termination Date and notwithstanding any other provision of this Agreement prior to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee any amounts delayed on account of his separation from service until Section 409A of the first Code, such amounts shall be paid to occur the personal representative of (i) Executive's estate within 30 days after the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentenceExecutive's death. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. Executive and the Company agree that it is the intent of the parties that this Agreement not violate any applicable provision of, or result in any additional tax, interest or penalty under, Section 409A of the Internal Revenue Code (a) This “Section 409A”), and that to the extent any provisions of this Agreement is intended do not comply with Section 409A, the parties will make such changes as are mutually agreed upon in order to comply with Section 409A. Notwithstanding any other provision with respect to the timing of payments under this Agreement, to the extent necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986409A, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) any payments to which Executive may only be made become entitled under this Agreement upon an event which are subject to Section 409A (and not otherwise exempt from its application) that are payable (i) in a manner permitted by Code Section 409A. For purposes lump sum within six months following the date of Code Section 409Atermination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Executive shall be paid the right to amount of such lump sum payments in a series lump sum and (ii) in installments within six months following the date of termination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Executive shall be paid the aggregate amount of such installment payments under this Agreement in a lump sum, and after the first business day of the seventh month following the date of termination and continuing each month thereafter, Executive shall be treated as a right paid the regular payments otherwise due to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided Executive in accordance with Code Section 409A including, where applicable, the requirement that (i) payment terms and schedule set forth herein. In the case of any reimbursement is for expenses incurred during the period of time specified in to Executive pursuant to this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the such reimbursement of an eligible expense will be made no later than reasonably promptly following Executive’s submission of a request for reimbursement. Any reimbursement by the last day Company during any taxable year of Executive will not affect any reimbursement by the calendar Company in another taxable year following the year in which the expense in incurred, and (iv) the of Executive. Any right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This All COC Benefits and reimbursements payable in cash to the Executive under this Agreement is are intended to comply with the requirements of “short term deferral” exception specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), or otherwise be excepted from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under In addition, this Agreement upon an event will be interpreted, operated, and in a manner permitted administered by Code Section 409A. For purposes the Company to the extent deemed reasonably necessary to avoid imposition of Code any additional tax or income recognition prior to actual payment to the Executive under Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentsincluding any temporary or final Treasury regulations and guidance promulgated thereunder. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement to the contrary, no payment to the extent that any reimbursement of Non-Qualified Deferred Compensation will expenses constitutes “deferred compensation” under Section 409A, such reimbursement shall be provided tono later than December 31 of the year following the year in which the expense was incurred (or, or where applicable, no later than such earlier time required by the Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year, and no amounts payable with respect to, the Employee on account of his separation from service until the first to occur of Executive’s equity interest (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunderany) in the year of his separation from service. Any payment that is delayed pursuant Company shall offset or reduce amounts payable to the provisions Executive under this Agreement. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the immediately preceding sentence right to receive payments in the form of installment payments shall instead be paid in treated as a lump sum (subject right to receive a series of separate payments and, accordingly, each installment payment shall at all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any times be considered a separate and distinct payment. Whenever a payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to may be paid within a voluntary or involuntary termination specified period, the actual date of payment within the specified period shall be within the sole discretion of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended shall be interpreted to comply with the requirements of Section avoid any penalty sanctions under section 409A of the Internal Revenue Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions shall not be imposed. Executive shall be solely responsible for any tax imposed under section 409A of the Code and in no event shall Employer have any liability with respect to any tax, interest or other penalty imposed under section 409A of 1986the Code. For purposes of section 409A of the Code, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined all payments to be made upon separation from employment under Code Section 409A and the regulations promulgated thereunder) this Agreement may only be made upon Executive’s “separation from service” (within the meaning of such term under this Agreement upon an section 409A of the Code). In no event and in a manner shall Executive, directly or indirectly, designate the calendar year of payment, except as permitted by Code Section 409A. For purposes under section 409A of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentsCode. All reimbursements and in-in kind benefits provided under this Agreement shall be made or provided in accordance with Code Section the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is shall be for expenses incurred during the Executive’s lifetime or during a shorter period of time specified in this Agreement, (ii) the amount of expenses available eligible for reimbursement, or the in-in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will shall be made no later than on or before the last day of the calendar year following the year in which the expense in is incurred, and (iv) the right to reimbursement or in-in kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986with, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under or be exempt from, Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements interpreted consistent therewith and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, without resulting in any other calendar year, (iii) increase in the reimbursement of an eligible expense will be made no later than amounts owed hereunder by the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding Company. Notwithstanding any other provision of this Agreement to the contrary, no if Recipient is a "specified employee" within the meaning of Code Section 409A and the 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 Recipient’s "separation from service" (within the meaning of NonCode Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his month period immediately following Recipient’s separation from service until except as provided in the first 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 occur Recipient in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the Employeeseventh month following the month in which the Recipient’s death separation from service occurs or (ii) the date which is one 10th business day after the six (6) month anniversary following Recipient’s death. If Recipient’s termination of his employment hereunder does not constitute a "separation from service, and in either case only if he is a “specified employee” (as defined under " within the meaning of Code Section 409A(a)(2)(B)(i) 409A, then any amounts payable hereunder on account of a termination of Recipient’s employment and the regulations promulgated thereunder) in the year of his which are subject to Code Section 409A shall not be paid until Recipient has experienced a "separation from service. Any ", or other permitted payment that is delayed pursuant event, within the meaning of Code Section 409A. If the 60 day Release period covers two taxable years, then to the provisions extent required by Code Section 409A, any portion of the immediately preceding sentence shall instead Award that otherwise would be paid in a lump sum (subject to all applicable withholding) promptly following the such first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company taxable year instead shall be withheld until the Employee incurs both (i) a termination of his employment relationship with and paid in such second taxable year. Neither the Company and (ii) nor any of its Subsidiaries or affiliates shall have any liability or obligation to Recipient in the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under event that this Agreement does not comply with, or under any such other planis not exempt from, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Notwithstanding any provision of this Agreement is intended to comply with the requirements of contrary, to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) to avoid the imposition of any additional taxes or other adverse consequences under Code Section 409A, if Mr. Xxxxxxxx xx a “Code”)specified employee” for purposes of Code Section 409A, any payments of deferred compensation under this Agreement being made as a result of a separation from service shall be delayed until six (6) months after the Retirement Date. Payments This Agreement is intended to meet the requirements of Nonthe "short-Qualified Deferred Compensation (as such term is defined deferral" exception, the "separation pay" exception and other exceptions under Code Section 409A and the regulations promulgated thereunder) thereunder to the extent applicable. Notwithstanding anything in this Agreement to the contrary, to the extent required for compliance with Code Section 409A, payments may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. 409A, to the extent applicable. For purposes of Code Section 409A, the right to a series of installment payments under this the Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A 409A, including, where applicable, the requirement that (ia) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (iib) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iiic) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in is incurred, and (ivd) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To . In no event may Mr. Xxxxxxxx xxxignate the extent required by year of payment for any amounts payable under this Agreement. The Company does not guarantee that the payments or other benefits under this Agreement will comply with, or be exempt from, Code Section 409A, and notwithstanding or receive any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentencespecific tax treatment. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement It is intended to comply that payments and benefits provided under this Agreement shall be in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under or exempt from Code Section 409A and the regulations promulgated and guidance thereunder, and the terms of this Agreement are to be interpreted and construed accordingly. Each payment (including each payment in a series of payments) may only be made under this Agreement upon an event and in shall each be treated as a manner permitted by Code Section 409A. For separate payment for purposes of Code Section 409A, and the right terms “termination”, “Termination of Employment”, and phrases of like kind are intended to mean “separation from service” as defined by Code Section 409A. To the extent a series payment is subject to Code Section 409A, in no event may the Executive, directly or indirectly, designate the calendar year of installment payments any payment to be made under this Agreement. To the extent the time period for the Executive to sign and not revoke a release pursuant to Section 3(b) or Section 4(c) of this Agreement spans two calendar years, the payment or payments, to the extent subject to Code Section 409A, shall always commence in the second calendar year. In no event will the Company be treated as a right responsible for any Code Section 409A tax or penalty owed by the Executive or Executive’s spouse or beneficiary, with regard to a series of separate paymentsany payment or benefit provided for under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute “nonqualified deferred compensation” within the meaning of Code Section 409A shall be made or provided in accordance with the requirements under Code Section 409A including409A, where applicableincluding that: (a) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred, provided that Executive has submitted an invoice for such fees or expenses at least 30 days before the requirement that end of the calendar year next following the calendar year in which such fees and expenses were incurred and complied with all Company policies regarding such reimbursements; (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (iib) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a or expenses that the Company is obligated to provide or pay in any given calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any (other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined medical reimbursements described in Treas. Reg. Section 1.409A-1(h1.409A-3(i)(1)(iv)(B). ) shall not affect the in-kind benefits or expenses eligible for reimbursement that the Company is obligated to provide or pay in any other calendar year; (c) the Executive’s right to have the Company pay or provide such reimbursement and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the periods set forth in this agreement. The preceding provisions benefits provided in Sections 3(b)(iii) and 4(c)(iii) of this paragraph 13 Agreement shall not only be construed as a guarantee by provided to the extent that the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not determines that such benefit will be liable to the Employee for any additional tax, penalty or interest imposed nondiscriminatory under Code Section 409A nor for reporting in good faith 105(h) and any payment made nondiscrimination requirements applied under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.the Affordable Care Act. EXHIBIT 10.44

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only shall be construed accordingly. Any payments or distributions to be made to Employee under this Agreement upon an event and in a manner permitted by Code Section 409A. For separation from service of amounts classified as “nonqualified deferred compensation” for purposes of Code Section 409A, the right and not exempt from Code Section 409A, shall in no event be made or commence until six months after Employee’s Separation from Service. Any reference to a series payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations. Each payment of installment payments nonqualified deferred compensation under this Agreement shall be treated as a right to a series separate payment for purposes of separate payments. All reimbursements and in-kind benefits provided under Code Section 409A. Where this Agreement shall provides that a payment will be made upon a specified date or provided in accordance with during a specified period, such date or period, as required by Code Section 409A including409A, where applicable, but in no way to detract from or excuse payment deadlines set forth in the requirement that (i) any reimbursement is for expenses incurred during the period of time specified operative provisions above in this Agreement, will be the Code Section 409A “payment date” or “payment period”, and actual payment shall in no event be made later than the latest date permitted under Code Section 409A and the regulations thereunder (ii) generally, by the later of the end of the calendar year in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made pursuant to this Agreement are reimbursements exempt from Code Section 409A, the amount of expenses available for reimbursement, or the in-kind benefits provided, such payments during a any calendar year may shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, provided in any other calendar year, (iii) and the reimbursement of an eligible expense will right to any such payments shall not be made subject to liquidation or exchange for another benefit or payment. As required by Code Section 409A, but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, the payment date for any reimbursements shall in no event be later than the last day of the calendar year immediately following the calendar year in which the reimbursed expense in was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a) This Agreement It is intended to comply that payments and benefits provided under this Agreement shall be in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under or exempt from Code Section 409A and the regulations promulgated and guidance thereunder, and the terms of this Agreement are to be interpreted and construed accordingly. Each payment (including each payment in a series of payments) may only be made under this Agreement upon an event and in shall each be treated as a manner permitted by Code Section 409A. For separate payment for purposes of Code Section 409A, and the right terms “termination”, “Termination of Employment”, and phrases of like kind are intended to mean “separation from service” as defined by Code Section 409A. To the extent a series payment is subject to Code Section 409A, in no event may the Executive, directly or indirectly, designate the calendar year of installment payments any payment to be made under this Agreement. To the extent the time period for the Executive to sign and not revoke a release pursuant to Section 3(b) or Section 4(c) of this Agreement spans two calendar years, the payment or payments, to the extent subject to Code Section 409A, shall always commence in the second calendar year. In no event will the Company be treated as a right responsible for any Code Section 409A tax or penalty owed by the Executive or Executive’s spouse or beneficiary, with regard to a series of separate paymentsany payment or benefit provided for under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute “nonqualified deferred compensation” within the meaning of Code Section 409A shall be made or provided in accordance with the requirements under Code Section 409A including409A, where applicableincluding that: (a) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred, provided that Executive has submitted an invoice for such fees or expenses at least 30 days before the requirement that end of the calendar year next following the calendar year in which such fees and expenses were incurred and complied with all Company policies regarding such reimbursements; (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (iib) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a or expenses that the Company is obligated to provide or pay in any given calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any (other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined medical reimbursements described in Treas. Reg. Section 1.409A-1(h1.409A-3(i)(1)(iv)(B). ) shall not affect the in-kind benefits or expenses eligible for reimbursement that the Company is obligated to provide or pay in any other calendar year; (c) the Executive’s right to have the Company pay or provide such reimbursement and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the periods set forth in this agreement. The preceding provisions benefits provided in Sections 3(b)(iii) and 4(c)(iii) of this paragraph 13 Agreement shall not only be construed as a guarantee by provided to the extent that the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not determines that such benefit will be liable to the Employee for any additional tax, penalty or interest imposed nondiscriminatory under Code Section 409A nor for reporting in good faith 105(h) and any payment made nondiscrimination requirements applied under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.the Affordable Care Act.

Code Section 409A. (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). (d) The preceding provisions of this paragraph 13 14 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

Code Section 409A. (a1) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made The expenses eligible for reimbursement under this Agreement upon an event and are subject to the additional rules set forth in a manner permitted by Code this Section 409A. For purposes of 4.15. To the extent they constitute deferred compensation under Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available eligible for reimbursement, or the in-kind benefits provided, during a one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the . Any such reimbursement of an eligible expense will shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense in was incurred, and (iv) the . The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another any other benefit. (b2) To the extent required by Code Section 409A, and notwithstanding Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the contrary, no payment of Non-Qualified Deferred Compensation will Code shall be provided toand paid in a manner, or and at such time, including without limitation payment and provision of benefits only in connection with respect tothe occurrence of a permissible payment event contained in Section 409A (e.g., the Employee on account of his separation from service until from the first to occur Corporation and its affiliates as defined for purposes of (i) the date Section 409A of the EmployeeCode), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement, upon notification of Mr. Cash, in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Mr. Cash is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Corporation’s death or (ii) the date any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is one day after considered deferred compensation subject to Section 409A of the Code, and the timing of which depends on Mr. Cash’s separation from service, shall be deferred for six (6) month anniversary months after termination of his separation from serviceMr. Cash’s employment or, and in either case only if he is a “specified employee” (earlier, Mr. Cash’s death, as defined under Code required by Section 409A(a)(2)(B)(i) and of the regulations promulgated thereunder) in Code (the year of his separation from service“409A Deferral Period”). Any payment amount that is delayed pursuant otherwise would have been paid during the 409A Deferral Period shall be paid on the day following the 409A Deferral Period. Notwithstanding the foregoing, neither the Corporation, nor any of its Affiliates, nor any of their officers, directors, employees or representatives shall be liable to the provisions Mr. Cash for any interest, taxes or penalties resulting from non-compliance with Section 409A of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur Code. For purposes of the two dates specified in such immediately preceding sentence. (c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary Agreement, termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of mean a “separation from service” with within the Companymeaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Mr. Cash would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, as such term is defined in Treas. Reg. Section 1.409A-1(hif lesser, Mr. Cash’s period of service). (d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.