Common use of Code Section 409A Clause in Contracts

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. It is the intention For purposes of the Company and the Executive that this Agreement Agreement, a termination of employment will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply be determined consistent with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted rules relating to a “separation from service” as defined in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with regulations thereunder (“Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden409A”). Notwithstanding anything contained herein to the contraryelse provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, and Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Executive’s separation from service from the Company or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required in order to avoid accelerated taxation and/or adverse tax penalties treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of any such expenses eligible for reimbursement reimbursement, or the provision of any in-kind benefits provided benefit, in any taxable one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or in-kind benefits provided other aggregate limitation applicable to medical expenses), in another taxable yearno event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, (b) and in no event shall any reimbursements of such expenses and right to reimbursement or the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that any amounts payable under this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to Company’s and the Executive’s exercise of authority or discretion hereunder shall either be exempt from or comply with Section 409A of the Code, including, if necessary, amending Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement based on further guidance issued would trigger the additional tax imposed by Code Section 409A, the Internal Revenue Service from time Agreement shall be modified to time; provided that avoid such additional tax yet preserve (to the Company shall not be required nearest extent reasonably possible) the intended benefit payable to assume any increased economic burdenthe Executive. Notwithstanding anything contained herein any provision of this Agreement to the contrary, to if the extent required Executive is a “specified employee” as defined in order to avoid accelerated taxation and/or tax penalties under Code Section 409A 409A, and, as a result of that status, any portion of the Codepayments under this Agreement would otherwise be subject to taxation pursuant to Code Section 409A, the Executive shall not be considered entitled to have terminated any payments upon a termination of his employment with until the Company for purposes earlier of this Agreement and no payments shall be due to him under this Agreement that are payable upon (i) the date which is six (6) months after his termination of employment until he for any reason other than death, or (ii) the date of the Executive’s death; provided the first such payment thereafter shall include all amounts that would be considered to have incurred a “separation from service” from been paid earlier but for such six (6) month delay. At the request of the Executive, the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts shall set aside those payments that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-made in such six-(6) month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathtrust that is in compliance with Rev. Proc. 92-64. Furthermore, if earlier). In addition, for purposes of this Agreement, each amount with regard to be paid or any benefit to be provided to the Executive pursuant to this Agreement shall be construed as upon a separate identified payment for purposes termination of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each caseemployment, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of required by Code Section 409A of the Code; provided that409A, with respect to any reimbursements for any taxes to which the Executive becomes entitled under shall pay the terms of this Agreement, premium for such benefit during the payment of such reimbursements shall aforesaid period and be made reimbursed by the Company no later than therefor promptly after the end of the fiscal year following the fiscal year in which the Executive remits the related taxessuch period. The provisions of this Section 21 shall only apply if, and (c) to the right extent, required to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.comply with Code Section 409A.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicableany provision of this Agreement or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered deemed null and interpreted in a manner consistent with this intentvoid, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by law and deemed advisable by the Company. Payments under this agreement are intended to be exempt from Code Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code409A, includingand, if necessarynot exempt, amending to be compliant with the requirements of Code Section 409A. Notwithstanding any provision of this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order any payments are part of a plan or agreement that is subject to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no such payments shall be due to him under this Agreement that are payable upon his on termination of employment until he would (or other similar concept), such payments shall only be considered to have incurred made if the payment triggering event also constitutes a “separation from service” from the Company within the meaning of Code Section 409A. In addition, if (A) the Company has any class of equity securities traded on a stock exchange and (B) Executive is a “specified employee” (as that phrase is used for purposes of Code Section 409A) as of the date of Executive’s “separation from service,” any payment that is subject to Code Section 409A and is payable by reason of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment “separation from service,” such payment shall instead not be paid in a lump sum on made prior to the first day of the seventh (7th) calendar month following his termination the date of employment (Executive’s “separation from service” or upon his the date of Executive’s death, if earlier). In addition, for For purposes of this AgreementCode Section 409A, each amount all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be paid or benefit to be provided to separate payments. To the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) extent any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be subject to liquidation construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or exchange for another benefitany other provision of the Code.

Code Section 409A. It is the intention of the Company This Agreement and the Executive that this Agreement will not result in unfavorable tax consequences severance pay and other benefits provided hereunder are intended to the Executive under qualify for an exemption from Section 409A of the Code. To the extent applicable, it is intended provided, however, that if this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Section 409A of the Code, including, if necessary, amending Code to the extent applicable thereto. Notwithstanding any provision of this Agreement based on further guidance issued by to the Internal Revenue Service from time to time; contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burdenburden in connection therewith. Notwithstanding anything contained herein Although the Company intends to administer this Agreement so that it will comply with the contraryrequirements of Section 409A of the Code, the Company does not represent or warrant that this Agreement will comply with Section 409A of the Code or any other provision of federal, state or local law. Neither the Company, the Board, its subsidiaries, nor their respective managers, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the extent required in order Company and its subsidiaries shall have no obligation to avoid accelerated taxation and/or tax penalties indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Section 409A of the Code and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments then any such payment or reimbursement, or portion thereof, shall be due delayed until the date that is the earlier to him under this Agreement occur of (i) Executive's death or (ii) the date that are payable upon his is six months and one day following the date of termination of employment until he would be considered to have incurred a “separation from service” from Executive's Employment (the Company within "Delay Period"). Upon the meaning of Section 409A expiration of the Code. To Delay Period, the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided payments delayed pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment Section 24 shall instead be paid to Executive in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathsum, if earlier). In addition, for purposes of and any remaining payments due under this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement Section 24 shall be construed as a separate identified payable in accordance with their original payment for schedule. For purposes of Section 409A of the Code. With respect Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to expenses eligible for reimbursement or in-kind benefits provided receive any installment payments under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits Agreement shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the treated as a right to reimbursement does not provide for receive a “deferral series of compensation” within the meaning of Section 409A of the Code; provided thatseparate payments and, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreementaccordingly, the each such installment payment of such reimbursements shall at all times be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, considered a separate and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitdistinct payment.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement income or payments to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during or other agreements or arrangements contemplated by this Agreement (including, without limitation, the six-month period immediately following award agreements relating to the Executive’s termination of employment shall instead Initial Grant, Inducement Grant, and Signing Bonus Grant) (any such income or payments being referred to as “Payments”) will not be paid in subject to the additional tax and interest under Section 409A (a lump sum on the first day “Section 409A Tax”). The provisions of the seventh month following his termination Agreement and such other agreements or arrangements will be interpreted and construed in favor of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes complying with any applicable requirements of Section 409A necessary in order to avoid the imposition of a Section 409A Tax. The Company, Employee Group and Executive agree to amend (including retroactively) the CodeAgreement and any such other agreements or arrangements in order to comply with Section 409A, including amending to facilitate the ability of Executive to avoid the imposition of, or reduce the amount of, any Section 409A Tax. With The Company, Employee Group and Executive shall reasonably cooperate to provide full effect to this provision and the consent to any amendment described in the preceding sentence shall not be unreasonably withheld by either party. Notwithstanding the foregoing, if any Payments due or made to Executive after his Date of Termination are subject to a Section 409A Tax, then Executive shall be entitled to receive a gross-up payment (a “Section 409A Gross-Up Payment”) in an amount equal to (A) the Section 409A Tax on any such Payments, plus (B) any federal, state, and local income taxes and penalties, employment taxes (including FICA) or other taxes payable by Executive with respect to expenses eligible for reimbursement or inthe Section 409A Gross-kind benefits provided under Up Payment, in order to put Executive in the same position he would have been in if the Section 409A Tax provisions of Section 409A did not apply; provided, however, that the Company and the Employee Group shall only be responsible to make a Section 409A Gross Up Payment with respect to the Section 409A Tax on Payments made (i) in contravention of the terms of this AgreementAgreement or other agreements or arrangements contemplated by this Agreement as in effect on the Date of Termination or (ii) in contravention or violation of any Section 409A guidance or authority that is promulgated or effective after the Date of Termination; further provided, that the Company and Employee Group shall not be responsible to make a Section 409A Gross-Up Payment with respect to the Section 409A Tax on the Payments if after a reasonable request by the Company or Employee Group to Executive, Executive refuses or fails to make an election to alter the form and/or timing of any Payment (aincluding by amending this Agreement or other agreements or arrangements contemplated by this Agreement pursuant to this Section 6.15) that could reasonably be expected to result in the avoidance of any amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, Section 409A Tax while minimizing (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (creasonably practicable) the right delay in such Payment to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitExecutive.

Code Section 409A. It is the intention Notwithstanding any other provisions of the Company and the Executive that this Agreement will or the Plan, the Option granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in unfavorable the imposition of an additional tax consequences to the Executive under Section 409A of the CodeCode upon the Optionee. To In the extent applicable, event it is intended that this Agreement comply with reasonably determined by the provisions Committee that, as a result of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause the transfer of Shares under this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required made at the time contemplated hereunder without causing the Optionee to assume any increased economic burden. Notwithstanding anything contained herein be subject to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall Company will make such payment on the first day that would not be considered to have terminated employment with result in the Company for purposes of this Agreement and no payments shall be due to him Optionee incurring any tax liability under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To Notwithstanding anything herein to the extent required contrary, if at the time of the Optionee’s termination of Employment with the Company the Optionee is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of Employment is necessary in order to avoid prevent any accelerated taxation and/or or additional tax penalties under Section 409A of the Code, amounts then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Optionee) until the date that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately is six months following the ExecutiveOptionee’s termination of employment shall instead be paid in a lump sum on Employment with the first day of the seventh month following his termination of employment Company (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed earliest date as a separate identified payment for purposes of is permitted under Section 409A of the CodeCode without any accelerated or additional tax). With The Optionee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement Optionee in connection with the Option (including any taxes and penalties under Section 409A), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or in-kind benefits provided in otherwise hold the Optionee (or any taxable year shall not affect the expenses eligible for reimbursement beneficiary) harmless from any or in-kind benefits provided in another taxable year, (b) any reimbursements all of such expenses taxes or penalties. If the Option is considered “deferred compensation” subject to Section 409A, references in this Agreement and the provision Plan to “termination of any in-kind benefits Employment” and “separation from service” (and substantially similar phrases) shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a mean “deferral of compensationseparation from service” within the meaning of Section 409A 409A. For purposes of Section 409A, each payment that may be made in respect of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitOption is designated as a separate payment.

Code Section 409A. It is the intention of the Company and the Executive that this This Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall to be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with exempt from Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time as amended and will be interpreted in a manner intended to time; provided reflect that the Company shall not be required to assume any increased economic burden. intention. A. Notwithstanding anything contained herein to the contrary, if any amounts payable pursuant to this Agreement are determined to be subject to Section 409A of the extent required Code, then with respect to such amounts: (i) if at the time of Executive’s separation from service from Company, Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of the payment of such amounts on account of such separation from service is necessary in order to avoid prevent any accelerated taxation and/or or additional tax penalties under Section 409A of the Code, then Company will defer the Executive shall not be considered commencement of the payment of any such amounts hereunder (without any reduction in such payments or benefits ultimately paid or provided to have terminated employment with Executive) until the date that is six months following Executive’s separation from service from Company for purposes (or the earliest date as is permitted under Section 409A of this Agreement the Code), and no (ii) each payment of two or more installment payments shall be due to him made under this Agreement that are payable upon his termination of employment until he would shall be considered to have incurred designated as a “separation from serviceseparate payment” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Any amounts of deferred compensation that are payable by reason of Executive's termination of employment shall not be paid unless such termination of employment also constitutes a "separation from service" for purposes of Section 409A of the Code, amounts that would otherwise be payable Code and benefits that would otherwise be provided pursuant references to this Agreement during the six-month period immediately following the Executive’s employee's "termination," or "termination of employment shall instead be paid in a lump sum on the first day employment" and words and phrases of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement similar meaning shall be construed as to require a separate identified payment "separation from service" for purposes of Section 409A of the Code. With respect . B. If any other payments of money or other benefits due to expenses eligible for reimbursement Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by Company, that does not cause such an accelerated or additional tax. C. To the extent any reimbursements or in-kind benefits provided due Executive under this Agreement constitutes “deferred compensation” under Section 409A of the terms of this AgreementCode, (a) the amount of any such expenses eligible for reimbursement reimbursements or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). D. Company shall consult with Executive in good faith regarding the end implementation of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral provisions of compensation” within the meaning of Section 409A of the Codethis paragraph; provided that, that neither Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. (Signature Page to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.Follow)

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for a) For purposes of this Agreement and Agreement, no payments shall payment will be due made to him under this Agreement that are payable upon his Executive on termination of Executive’s employment until he would be considered to have incurred unless such termination constitutes a “separation from service” from the Company within the meaning of Code Section 409A and Section 1.409A-l(h) of the Coderegulations promulgated thereunder. (b) To the extent any payments to which Executive becomes entitled under this Agreement in connection with Executive’s separation from service from the Company constitute deferred compensation subject to Code Section 409A (the “Deferred Payments”), such payments will be paid on, or in the case of installments, will not commence, until sixty (60) days following the Executive’s separation from service, or if later, such time as required by subsection (c), below. To Except as required by subsection (c), below, any installment payments that would have been made to Executive during the 60-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on or around the sixtieth day following Executive’s separation from service and the remaining payments will be made as provided herein. (c) If Executive is deemed at the time of such separation from service to be a “specified employee” under Code Section 409A, then any Deferred Payment(s) will not be made or commence until the earliest of: (i) the expiration of the 6-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Code Section 409A) with the Company, or (ii) the date of Executive’s death following such separation from service; provided, however, that such deferral will only be effected to the extent required to avoid accelerated taxation and/or adverse tax penalties under Section 409A of treatment to the CodeExecutive, amounts that including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be payable and benefits liable under Code Section 409A(a)(l)(B) in the absence of such deferral. On the expiration of the applicable deferral period, any payments that would have otherwise be provided pursuant to been made during that period (whether in a single sum or in installments) in the absence of this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead paragraph will be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant or Executive’s beneficiary in one lump sum. (d) The Company and the Executive, and as applicable their beneficiary, will work together to ensure the Company and the Executive address and abide by any Section 409A requirements. (e) The Company reserves the right to amend this Agreement shall be construed as it deems necessary or advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Code Section 409A or to otherwise avoid income recognition under Code Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment and benefit payable hereunder is intended to constitute a separate identified payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. With respect to expenses eligible for reimbursement or in-kind benefits provided under In no event will the terms of this Agreement, (a) Company reimburse the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements Executive for any taxes to which that might be imposed on the Executive becomes entitled under the terms as a result of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.Section 409A.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement shall comply with the provisions of Section 409A of the Code. This Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intentthese intentions, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by that any regulations or other guidance issued under Code Section 409A of the Code). The Company and would result in the Executive agree being subject to work together in good faith in an effort to comply with payment of additional income taxes or interest under Code Section 409A of 409A, the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contraryparties agree, to the extent required in order possible, to avoid accelerated taxation and/or tax penalties under Section 409A of amend this Agreement to maintain to the Code, maximum extent practicable the Executive shall not be considered to have terminated employment with the Company for purposes original intent of this Agreement and no while avoiding the application of such taxes or interest under Code Section 409A. All payments shall to be due to him made upon a termination of employment under this Agreement that are payable may only be made upon his termination of employment until he would be considered to have incurred a “separation from service” from as defined under Code Section 409A. Notwithstanding any provision of this Agreement to the Company within the meaning of Section 409A contrary, if, as of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A date of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathseparation from service, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed is a “specified employee” as a separate identified payment for purposes of defined under Code Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement409A, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable yearthen, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, except to the extent that the right to reimbursement this Agreement does not provide for a “deferral of compensation” within the meaning of Code Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements no payments shall be made by and no benefits shall be provided to the Company no later than Executive during the end period beginning on the date of the fiscal Executive’s separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or indirectly, designate the calendar year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitof any payment under this Agreement.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section section 409A of the Code. This Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intentthese intentions, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by that any regulations or other guidance issued under Code Section 409A of the Code). The Company and would result in the Executive agree being subject to work together in good faith in an effort to comply with payment of additional income taxes or interest under Code Section 409A of 409A, the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contraryparties agree, to the extent required in order possible, to avoid accelerated taxation and/or tax penalties under Section 409A of amend this Agreement to maintain to the Code, maximum extent practicable the Executive shall not be considered to have terminated employment with the Company for purposes original intent of this Agreement and no while avoiding the application of such taxes or interest under Code Section 409A. All payments shall to be due to him made upon a termination of employment under this Agreement that are payable may only be made upon his termination of employment until he would be considered to have incurred a “separation from service” from as defined under Code Section 409A. Notwithstanding any provision of this Agreement to the Company within contrary, if, on the meaning of Section 409A date of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the CodeExecutive's separation from service, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed is a “specified employee” as a separate identified payment for purposes of defined under Code Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement409A, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable yearthen, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, except to the extent that the right to reimbursement this Agreement does not provide for a “deferral of compensation” within the meaning of Code Section 409A of the Code; , no payments may be made and no benefits may be provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled during the period beginning on the date of the Executive's separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive you shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him you under Section 7 of this Agreement that are payable upon his termination of employment until he unless you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in Section 3 that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding any provision to the contrary in this Agreement, no payment or distribution under this Agreement which constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your termination of employment with the Company will be made to you prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of your death, if you are deemed at the time of such separation from service to be a “key employee” within the meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 7(e) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to you in a lump sum, and any remaining payments due under this Agreement will be paid in accordance with the normal payment dates specified for them herein. In addition, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, if you terminate employment after November 1st pursuant to Section 7(b) of this Agreement, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day prior to December 31st of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurredtermination of employment occurs shall, except, in each case, subject to the extent that previous sentence of this Section, instead be paid on the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A first business day following January 1st of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefityour termination of employment.

Code Section 409A. It is the intention of the Company and the Executive that This Section 15 controls over anything in this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Codecontrary. To the extent applicable, it It is intended that any amounts payable under this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall either be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to exempt from or comply with Section 409A of the CodeCode and all regulations, includingguidance and other interpretive authority issued thereunder (collectively, if necessary“Section 409A”) so as not to subject you to payment of any additional tax, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties penalty or interest imposed under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of and this Agreement and no payments shall be due interpreted accordingly. To the extent necessary to him under comply with Section 409A, references in this Agreement that are payable upon his to “termination of employment until he would be considered to employment” or “terminates employment” (and similar references) shall have incurred a the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) and any governing Internal Revenue Service guidance and Treasury regulations (“Separation from the Company within the meaning of Service”), and no payment subject to Section 409A that is payable upon a termination of the Codeemployment shall be paid unless and until (and not later than applicable in compliance with Section 409A) you incur a Separation from Service. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A that the reimbursement of any expenses or the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination provision of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or any in-kind benefits provided under the terms of this AgreementAgreement is subject to Section 409A, (a) the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits provided in to be provided, during any taxable one calendar year shall not affect the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits provided to be provided, in another taxable any other calendar year, ; (b) any reimbursements of such expenses and the provision reimbursement of any such expense shall be made by no later than December 31 of the year following the calendar year in which such expense is incurred; and (c) your right to receive such reimbursements or in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit. To the extent that Section 409A(a)(2)(B)(i) applies and you are a “specified employee” on the date of your separation from service, then any payment treated as deferred compensation under Section 409A will be postponed until the first business day after the expiration of six (6) months from the date of your separation from service (or your death if earlier). To the extent necessary for a change in the time or manner of a payment due to a Change in Control to comply with Section 409A, such change shall be effective only if the Change in Control constitutes a change in the effective ownership or effective control of the Holding Company or the Company, as applicable, or a change in the ownership of a substantial portion of the assets of the Holding Company or the Company, as applicable, in each case within the meaning of Treasury Regulation section 1.409A-3(i)(5).

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for For purposes of this Agreement and no payments shall letter agreement, a “Separation” will be due determined consistent with the rules relating to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of as defined in Section 409A of the CodeCode and the regulations thereunder (“Section 409A”). To Notwithstanding anything else provided herein, to the extent any payments provided under this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your Separation from the Company or (ii) the date of your death following such a Separation; provided, however, that such deferral shall only be effected to the extent required to avoid accelerated taxation and/or adverse tax penalties under Section 409A of treatment to you including, without limitation, the Code, amounts that additional tax for which you would otherwise be payable and benefits liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise be provided pursuant to this Agreement been paid during the six-month period immediately following the Executive’s between your termination of employment shall instead be paid in a lump sum on and the first day payment date but for the application of this provision, and the balance of the seventh month following his termination of employment installments (or upon his death, if earlier)any) will be payable in accordance with their original schedule. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the right to reimbursement does not provide for provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “deferral of compensationshort-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitTreasury Regulations.

Code Section 409A. It (a) This Agreement is the intention intended to comply with Code section 409A or an exemption thereunder and shall be construed and administered in accordance with Code section 409A. Notwithstanding any other provision of the Company and the Executive that this Agreement, payments provided under this Agreement will not result may only be made upon an event and in unfavorable tax consequences a manner that complies with Code section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code section 409A to the Executive maximum extent possible. For purposes of Code section 409A, each installment payment provided under Section 409A this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Code section 409A. Notwithstanding the Code. To foregoing, Company makes no representations that the extent applicable, it is intended that payments and benefits provided under this Agreement comply with the provisions Code section 409A and in no event shall Company be liable for all or any portion of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intentany taxes, and any provision penalties, interest or other expenses that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted incurred by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply on account of non-compliance with Section 409A 409A. (b) Notwithstanding any other provision of the Code, includingthis Agreement, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time any payment or benefit provided to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required Employee in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment connection with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered is determined to have incurred a “separation from service” from the Company constitute "nonqualified deferred compensation" within the meaning of Section 409A of and Employee is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the Code. To the extent required first payroll date to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during occur following the six-month period immediately following anniversary of Employee's termination date (the Executive’s termination "Specified Employee Payment Date"). The aggregate of employment any payments that would otherwise have been paid before the Specified Employee Payment Date shall instead be paid to Employee in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathSpecified Employee Payment Date and thereafter, if earlier). In addition, for purposes of this Agreement, each amount to any remaining payments shall be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided without delay in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, accordance with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefittheir original schedule.

Code Section 409A. It If the Employee is a “specified employee” within the intention meaning of Section 409A of the Internal Revenue Code of 1986 (as amended the “Code”), then any amounts payable to the Employee under this Section 4 during the first six months and one day following the date of termination that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code (as determined by the Company in its sole discretion) shall not be paid until the date that is six months and one day following such termination to the Executive that this Agreement will not result in unfavorable extent necessary to avoid adverse tax consequences to the Executive under Section 409A of the Code, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which the Employee would otherwise have been entitled to during the period following the date of termination if such deferral had not been required. To the extent applicableFurthermore, it this Agreement is intended that to comply with Section 409A of the Code (or any regulations or rulings thereunder), and shall be construed and interpreted in accordance with such intent. Notwithstanding anything to the contrary in this Agreement, the Company, in the exercise of its sole discretion and without the consent of the Employee, may amend or modify this Agreement comply with in any manner in order to meet the provisions requirements of Section 409A of the CodeCode as amplified by any Internal Revenue Service or U.S. Treasury Department guidance. This Any provision of this Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement the payment of any benefit to fail to satisfy Section 409A of the Code will shall have no force and effect until amended to comply therewith with Section 409A of the Code (which amendment may shall be retroactive to the extent permitted by Section 409A of the CodeCode or any regulations or rulings thereunder). The Company and Specifically but without limiting the Executive agree to work together foregoing, payment under Section 1.2 shall be made only in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided event that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred constitutes a “separation from service” from the Company within the meaning of Section 409A 409A(a)(2)(A)(i) of the Code. To Code and in the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of event that the CodeCompany determines that a “separation from service” has not occurred, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement any payment due hereunder shall be construed deferred until such time as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensationseparation from service” within the meaning of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefithas occurred.

Code Section 409A. It is (a) The payments and benefits provided hereunder are intended to be exempt from or compliant with the intention requirements of Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date hereof, the Company reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the requirements of Code Section 409A, the Company and the Executive that shall work together to adopt such amendments to this Agreement will not result or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that are necessary or appropriate (i) to preserve the intended tax treatment of the payments and benefits provided hereunder, to preserve the economic benefits with respect to such payments and benefits, and/or (ii) to exempt such payments and benefits from Code Section 409A or to comply with the requirements of Code Section 409A and thereby avoid the application of penalty taxes thereunder, provided¸ however, that the Company shall have no obligation to take any action described in unfavorable tax consequences this Section 8 or to indemnify the Executive for any failure to take any such action. (b) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any termination payments or benefits payable under Section 2 above, shall be paid to the Executive during the 6-month period following the Executive’s Separation from Service to the extent that the Company reasonably 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 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code. Code without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such 6-month period. (c) To the extent applicablethat any reimbursements hereunder constitute taxable compensation to the Executives, it is intended that this Agreement comply including without limitation, any reimbursements made in accordance with the provisions of Section 409A of the Code. This Agreement 6 above (but excluding any reimbursements made in accordance with Sections 2 and 5 above, which reimbursements shall be administered and interpreted provided in a manner consistent accordance with this intentsuch Sections), and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments such reimbursements shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided made to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A promptly, but in no event after December 31st of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under year following the terms of this Agreementyear in which the expense was incurred, (a) the amount of any such expenses eligible for reimbursement or in-kind benefits provided amounts reimbursed in any taxable one year shall not affect the expenses amount eligible for reimbursement or in-kind benefits provided in another taxable any subsequent year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the Executive’s right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit expenses shall not be subject to liquidation or exchange for another any other benefit.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent accordance with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and the regulations and other guidance thereunder and any state law of similar effect until amended to comply therewith (which amendment may be retroactive collectively “Section 409A”). For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent permitted by possible, the exemptions from the application of Section 409A of the Codeprovided under Treasury Regulation Sections 1.409A-1(b)(4). The Company , 1.409A-1(b)(5) and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden1.409A-1(b)(9). Notwithstanding anything contained herein to the contrarycontrary set forth herein, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement any payments and no payments shall be due to him benefits provided under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a constitute “separation from servicedeferred compensation” from the Company within the meaning of Section 409A that are payable upon termination of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the employment shall not commence in connection with Executive’s termination of employment shall instead be paid in unless and until Executive has also incurred a lump sum on Separation from Service, unless the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to Company reasonably determines that such amounts may be provided to the Executive pursuant without causing Executive to incur additional tax under Section 409A. Each series of installment payments made under this Agreement shall be construed is hereby designated as a series of “separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensationpayments” within the meaning of Section 409A of the Code; provided that. (ii) If the Company (or, with respect if applicable, the successor entity thereto) determines that any payments or benefits under this Agreement constitute “deferred compensation” under Section 409A and Executive is, on the date of Executive’s Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, to the extent that the delayed payment or distribution of all or any reimbursements for any taxes portion of such amounts to which the Executive becomes is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the terms Code, then such portion deferred pursuant to this Section 10(o)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the payment Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such reimbursements a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made by in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company no later than the end last day of the fiscal Executive’s taxable year following the fiscal taxable year in which Executive incurred the Executive remits expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the related taxes, and (c) the right to amount eligible for reimbursement or in-kind benefit benefits 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.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for For purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his letter agreement, a termination of employment until he would will be considered determined consistent with the rules relating to have incurred a “separation from service” from the Company within the meaning of as defined in Section 409A of the CodeCode and the regulations thereunder (“Section 409A”). To Notwithstanding anything else provided herein, to the extent any payments provided under this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your separation from service from the Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid accelerated taxation and/or adverse tax penalties under Section 409A of treatment to you including, without limitation, the Code, amounts that additional tax for which you would otherwise be payable and benefits liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise be provided pursuant to this Agreement been paid during the six-month period immediately following the Executive’s between your termination of employment shall instead be paid in a lump sum on and the first day payment date but for the application of this provision, and the balance of the seventh month following his termination of employment installments (or upon his death, if earlier)any) will be payable in accordance with their original schedule. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the right to reimbursement does not provide for provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “deferral of compensationshort-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitTreasury Regulations.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that any amounts payable under this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to Company’s and the Executive’s exercise of authority or discretion hereunder shall either be exempt from or comply with Section 409A of the Code, including, if necessary, amending Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement based on further guidance issued would trigger the additional tax imposed by Code Section 409A, the Internal Revenue Service from time Agreement shall be modified to time; provided that avoid such additional tax yet preserve (to the Company shall not be required nearest extent reasonably possible) the intended benefit payable to assume any increased economic burdenthe Executive. Notwithstanding anything contained herein any provision of this Agreement to the contrary, to if the extent required Executive is a “specified employee” as defined in order to avoid accelerated taxation and/or tax penalties under Code Section 409A 409A, and, as a result of that status, any portion of the Codepayments under this Agreement would otherwise be subject to taxation pursuant to Code Section 409A, the Executive shall not be considered entitled to have terminated any payments upon a termination of her employment with until the Company for purposes earlier of this Agreement and no payments shall be due to him under this Agreement that are payable upon his (i) the date which is six (6) months after her termination of employment until he for any reason other than death, or (ii) the date of the Executive’s death; provided the first such payment thereafter shall include all amounts that would be considered to have incurred a “separation from service” from been paid earlier but for such six (6) month delay. At the request of the Executive, the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts shall set aside those payments that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the made in such six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathtrust that is in compliance with Rev. Proc. 92-64. Furthermore, if earlier). In addition, for purposes of this Agreement, each amount with regard to be paid or any benefit to be provided to the Executive pursuant to this Agreement shall be construed as upon a separate identified payment for purposes termination of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each caseemployment, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of required by Code Section 409A of the Code; provided that409A, with respect to any reimbursements for any taxes to which the Executive becomes entitled under shall pay the terms of this Agreement, premium for such benefit during the payment of such reimbursements shall aforesaid period and be made reimbursed by the Company no later than therefor promptly after the end of the fiscal year following the fiscal year in which the Executive remits the related taxessuch period. The provisions of this Section 21 shall only apply if, and (c) to the right extent, required to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.comply with Code Section 409A.

Code Section 409A. It is the intention of the Company and (a) To extent that the Executive that this Agreement will not result in unfavorable tax consequences would otherwise be entitled to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him payment or benefit under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company constitutes deferred compensation within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Internal Revenue Code of 1986, as amended (“Section 409A of the Code, amounts 409A”) and that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement if paid during the six-month period immediately following six months beginning on the date of Executive’s termination of employment shall instead would be subject to additional taxes and penalties under Section 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid in a lump sum to the Executive on the first day earliest of the seventh six-month following his anniversary of the termination of employment employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or upon his the Executive’s death, if earlier). In addition, for purposes of this Agreement, each amount to be paid any payment or benefit to be provided to the Executive pursuant to this Agreement shall be construed as due upon a separate identified payment for purposes termination of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent employment that the right to reimbursement does not provide for represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short- term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal calendar year following the fiscal calendar year in which the Executive remits the related taxesincurred such expenses, and (c) the in no event shall any right to reimbursement or the provision of any in-kind benefit shall not be subject to liquidation or exchange for another benefit. 8. Attachment A to the Agreement is hereby deleted and replaced with the new Attachment A attached hereto. Except as otherwise expressly set forth in this Addendum, including Attachment A, the Agreement shall remain unchanged and in full force and effect in accordance with its terms. The Parties acknowledge and agree that effective upon the date of the execution of this Addendum, all rights and obligations of KCS as an employer under the Agreement are fully assigned to the Company and the Company accepts and agrees to assume all such rights and obligations and Executive consents to such assignment; provided, however, any obligations and rights of KCS under the Agreement with respect to plans sponsored by KCS and referenced in the Agreement shall remain obligations and rights of KCS.

Code Section 409A. It is the intention of the Company This Agreement and the Executive that severance pay and other benefits provided hereunder are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicablecontrary, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered interpreted and interpreted in a manner construed consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burdenburden in connection therewith. Notwithstanding anything contained herein Although the Company intends to administer this Agreement so that it will comply with the contraryrequirements of Code Section 409A, to the extent required in order to avoid accelerated taxation and/or tax penalties under Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the CodeCompany, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive shall from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Code Section 409A and would be considered to have terminated employment with the Company a payment upon a separation from service for purposes of this Agreement Code Section 409A, and no payments Executive is determined to be a "specified employee" under Code Section 409A, then any such payment or reimbursement, or portion thereof, shall be due delayed until the date that is the earlier to him under this Agreement occur of (i) Executive's death or (ii) the date that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from is six months and one day following the Company within the meaning of Section 409A date of the CodeTermination of Executive's Employment (the "Delay Period"). To Upon the extent required to avoid accelerated taxation and/or tax penalties under Section 409A expiration of the CodeDelay Period, amounts that would otherwise be payable and benefits that would otherwise be provided the payments delayed pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment Section 13 shall instead be paid to Executive in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathsum, if earlier). In addition, for purposes of and any remaining payments due under this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement Section 13 shall be construed as a separate identified payable in accordance with their original payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitschedule.

Code Section 409A. 24.1 It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that any amounts payable under this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code, including, if necessary, amending Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement based on further guidance issued would trigger the additional tax imposed by Code Section 409A, the Internal Revenue Service from time Agreement shall be construed and interpreted in a manner to time; provided that avoid such additional tax yet preserve (to the Company shall not be required nearest extent reasonably possible) the intended benefit payable to assume the Executive. 24.2 Notwithstanding any increased economic burden. Notwithstanding anything contained herein provision of this Agreement to the contrary, to if the extent required in order to avoid accelerated taxation and/or tax penalties under Executive is a “specified employee” within the meaning of Treasury Regulation Section 409A 1.409A-1(i) as of the Codedate of the Executive’s Separation from Service, the Executive shall not be considered entitled to have terminated employment with any payment or benefit pursuant to Section 5.3(b) until the Company earlier of (i) the date which is six (6) months after Executive’s Separation from Service for purposes any reason other than death, or (ii) the date of the Executive’s death. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this Agreement and no payments Section 24.2 shall be due paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’s death). The provisions of this Section 24.2 shall only apply if, and to him under this Agreement that are payable upon his termination the extent, required to avoid the imputation of employment until he would be considered any tax, penalty or interest pursuant to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for For purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his letter agreement, a termination of employment until he would will be considered determined consistent with the rules relating to have incurred a “separation from service” from the Company within the meaning of as defined in Section 409A of the CodeCode and the regulations thereunder (“Section 409A”). To Notwithstanding anything else provided herein, to the extent any payments provided under this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your separation from service from the Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid accelerated taxation and/or adverse tax penalties under Section 409A of treatment to you including, without limitation, the Code, amounts that additional tax for which you would otherwise be payable and benefits liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise be provided pursuant to this Agreement been paid during the six-month period immediately following the Executive’s between your termination of employment shall instead be paid in a lump sum on and the first day payment date but for the application of this provision, and the balance of the seventh month following his termination of employment installments (or upon his death, if earlier)any) will be payable in accordance with their original schedule. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the right to reimbursement does not provide for provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “deferral of compensationshort-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section l.409A-2(b )(2) of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitTreasury Regulations.

Code Section 409A. It This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is the intention of the Company intended, and the Executive that this Agreement will not result in unfavorable tax consequences to be so construed, that such amounts and the Executive under Section 409A Company’s and the Executive’s exercise of the Code. To the extent applicable, it is intended that this Agreement authority or discretion hereunder shall comply with the provisions of Section 409A so as not to subject the Executive to the payment of the Code. This Agreement shall be administered interest and interpreted in a manner consistent with this intent, and any provision additional tax that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties imposed under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for 409A. For purposes of this Agreement and no payments shall be due to him under any payment in this Agreement that are payable upon his is subject to Section 409A and triggered by the Executive’s “termination of employment until he would be considered to employment”, (i) “termination of employment” shall have incurred a the same meaning as “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A 409A(a)(2)(A)(i) of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during (ii) in the six-month period immediately following event the Executive is a “specified employee” on the date of the Executive’s termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of the Executive’s termination of employment or, if later, by December 31, 2008, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, such payment shall instead not be paid in a lump sum on the first day of the seventh month following his earlier than six months after such termination of employment (if the Executive dies after the date of the Executive’s termination of employment but before any payment has been made, such remaining payments that were or upon his death, if earliercould have been delayed will be paid to the Executive’s estate without regard to such six-month delay). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided The Executive acknowledges and agrees that the Company has made no representation to the Executive as to the tax treatment of the compensation and benefits provided pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide Executive is solely responsible for a “deferral of compensation” within the meaning of Section 409A of the Code; provided that, all taxes due with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, compensation and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitbenefits.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences Notwithstanding anything to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted contrary in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the if Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for is a “deferral of compensationspecified employee” within the meaning of Section 409A of the Code; provided thatCode and any final regulations and guidance promulgated thereunder (collectively “Section 409A”) at the time of Executive’s termination, with respect and the severance payable to any reimbursements for any taxes Executive, if any, pursuant to which the Executive becomes entitled under the terms of this Agreement, when considered together with any other severance payments or separation benefits may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that portion of the Deferred Compensation Separation Benefits which do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Executive’s termination of employment in accordance with the payment of such reimbursements shall be made by the Company no later than the end schedule applicable to each payment or benefit. Any portion of the fiscal year Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the fiscal year date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in which accordance with the Executive remits payment schedule applicable to each payment or benefit. It is the related taxes, intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and (c) the right benefits to reimbursement or in-kind benefit shall not be provided hereunder will be subject to liquidation or exchange for another benefitthe additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. It is the intention of the Company This Agreement and the Executive that this Agreement will not result in unfavorable tax consequences Award are intended to the Executive under comply with, or otherwise be exempt from, Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Code (“Section 409A of the Code409A”). This Agreement and the Award shall be administered administered, interpreted, and interpreted construed in a manner consistent with Section 409A or an exemption therefrom. Should any provision of this intentAgreement or the Award be found not to comply with, or otherwise be exempt from, the provisions of Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and any provision that would cause this Agreement to fail to satisfy Section 409A without the consent of the Code will have no force and effect until amended Participant, in such manner as the Committee determines to be necessary or appropriate to comply therewith (which amendment may be retroactive with, or to effectuate an exemption from, Section 409A. Without limiting the extent permitted by Section 409A of the Code). The Company foregoing and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or taxation, additional taxes or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the ExecutiveParticipant’s termination of employment separation from service shall instead be paid in a lump sum on the first business day of after the seventh month date that is six months following his the Participant’s termination of employment date (or upon his death, if earlier). In addition, for purposes of this Agreementwith interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed compounded semi-annually, as a separate identified payment for purposes of determined under Section 409A 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of accelerated taxation, additional taxes or tax penalties on the Participant under Section 409A. In the event the Award under this Agreement is determined to be subject to Section 409A, any payment triggered by a Change of Control will be made only if, in connection with the Change of Control, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A-3(i)(5). With respect In the event payment is not allowed by operation of the immediately preceding sentence, payment will be made within sixty (60) days of the earlier to expenses eligible for reimbursement occur of (A) the applicable payment date set forth in the Notice or in-kind (B) the occurrence of a permissible time or event that could trigger a payment without violating Section 409A. Any payments to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the terms Company or any of this Agreement, (a) the amount of such expenses eligible its Affiliated Entities be liable for reimbursement all or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision portion of any in-kind benefits shall taxes, penalties, interest or other expenses that may be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made incurred by the Company no later than the end Participant on account of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or innon-kind benefit shall not be subject to liquidation or exchange for another benefit.compliance with Section 409A.

Code Section 409A. It is the intention of the Company intended that any amounts payable under this Agreement and the Company's and Executive's exercise of authority or discretion hereunder shall comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive that this Agreement will not result in unfavorable tax consequences to the Executive payment of any interest or additional tax imposed under Code Section 409A of the Code. 409A. To the extent applicable, it is intended that any amount payable under this Agreement comply with would trigger the provisions of additional tax imposed by Code Section 409A of 409A, the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement modified to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burdenavoid such additional tax. Notwithstanding anything contained herein to the contraryforegoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if Executive is a “specified employee” (as defined under Section 409A) as of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes date of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company within to Executive during the meaning first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall not be paid until the earlier of (a) the expiration of the Codesix (6) month period measured from the date of Executive’s “separation from service” and (b) the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts no amount or benefit that would otherwise be is payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s upon a termination of employment or services from the Company shall instead be paid in payable unless such termination also meets the requirements of a lump sum on the first day of the seventh month following his termination of employment (or upon his death“separation from service” under Section 409A. Each payment, if earlier). In additionincluding each installment payment, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to made under this Agreement shall be construed designated as a “separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensationpayment” within the meaning of Section 409A of 409A. As such, and to the Code; provided thatextent applicable and permissible under Section 409A, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of each such reimbursements “separate payment” shall be made by in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the Company no later than provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the end of applicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the fiscal year following the fiscal year in which the Executive remits the related taxesparties shall cooperate fully with one another to ensure compliance with Section 409A, and (c) the right including, without limitation, adopting amendments to reimbursement or in-kind benefit shall not be arrangements subject to liquidation or exchange for another benefit.Section 409A and operating such arrangements in compliance with Section 409A.

Code Section 409A. It is the intention The intent of the Company parties is that payments and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive benefits under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of or otherwise be exempt from Internal Revenue Code Section 409A of and the Code. This regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be administered and interpreted to be either exempt from or in a manner consistent with this intentcompliance therewith. In no event whatsoever shall the Company or Employer be liable for any additional tax, and any provision interest or penalty that would cause this Agreement to fail to satisfy may be imposed on Executive by Code Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort or damages for failing to comply with Code Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; 409A. Notwithstanding any other payment schedule provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 5 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A 409A. Upon the expiration of the CodeDelay Period, all payments delayed pursuant to this Section 5(e) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the Executive normal payment dates specified for them herein. A termination of employment shall not be considered deemed to have terminated employment with the Company occurred for purposes of any provision of this Agreement and no payments shall be due to him under this Agreement that are payable providing for the payment of any amounts or benefits upon his or following a termination of employment until he would be considered to have incurred unless such termination is also a “separation from service” from the Company and Employer within the meaning of Code Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In additionand, for purposes of any such provision of this Agreement, each amount references to be paid a “termination,” “termination of employment” or benefit like terms shall mean “separation from service.” For purposes of Code Section 409A, Executive’s right to be provided to the Executive receive any installment payment pursuant to this Agreement shall be construed treated as a right to receive a series of separate identified and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A. It is the intention The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. The Plan and all Awards shall be administered, interpreted, and construed in a manner constituent with Code Section 409A or an exemption thereform. Should any provision of the Company and Plan, the Executive that this Agreement will or any Award hereunder be found not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicablecomply with, it is intended that this Agreement comply with or otherwise be exempt from, the provisions of the Code Section 409A 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intentCommittee, and any provision that would cause this Agreement to fail to satisfy Section 409A without the consent of the Code will have no force and effect until amended Participant, in such manner as the Committee determines to be necessary or appropriate to comply therewith (which amendment may be retroactive with, or to effectuate an exemption from, Code Section 409A. Without limiting the extent permitted by Section 409A of the Code). The Company foregoing and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement Plan during the six-month period immediately following the ExecutiveEmployee’s termination of employment separation from service shall instead be paid in a lump sum on the first business day of after the seventh month date that is six months following his the Executive’s termination of employment date (or upon his death, if earlier). In addition, for purposes of this Agreementwith interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed compounded semi-annually, as a separate identified payment for purposes of determined under Section 409A 1274 of the Code. With respect , for the month in which payment would have been made but for the delay in payment required to expenses eligible for reimbursement or in-kind avoid the imposition of an additional rate of tax on the Employee under Section 409A. Any payments to be made under this Plan upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Plan comply with Section 409A and in no event shall the terms of this Agreement, (a) the amount of such expenses eligible Company be liable for reimbursement all or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision portion of any in-kind benefits shall taxes, penalties, interest or other expenses that may be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made incurred by the Company no later than the end Employee on account of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or innon-kind benefit shall not be subject to liquidation or exchange for another benefit.compliance with Section 409A.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences Notwithstanding anything to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted contrary in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for if Employee is a “deferral of compensationspecified employee” within the meaning of Section 409A of the Code; provided thatCode and any final regulations and guidance promulgated thereunder (“Section 409A”) at the time of Employee’s termination, with respect then only that portion of the severance payable to any reimbursements for any taxes Employee pursuant to which the Executive becomes entitled under the terms of this Agreement, if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment of such reimbursements shall be made by the Company no later than the end schedule applicable to each payment or benefit. Any portion of the fiscal year Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the fiscal year date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in which accordance with the Executive remits payment schedule applicable to each payment or benefit. It is the related taxes, intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and (c) the right benefits to reimbursement or in-kind benefit shall not be provided hereunder will be subject to liquidation or exchange for another benefitthe additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this the Agreement comply be in accordance with the provisions of Code Section 409A of the Code. This 409A. The Agreement shall will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this the Agreement to fail to satisfy Code Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Code Section 409A). To the extent Code Section 409A of the Code). The Company applies, and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A for all purposes of the Codethis Agreement, the Executive shall not be considered deemed to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his had a termination of employment until he would be considered to have unless the Executive has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To service as defined in Treasury Regulation §1.409A-1(h) and, to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, payment of the Code, amounts payable under the Agreement that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following after the Executive’s date of termination of employment shall instead be paid in a lump sum on the first business day after the expiration of the seventh such six-month following his termination of employment (or upon his death, if earlier)period. In addition, for purposes of this the Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement and each installment payment shall be construed as a separate separate, identified payment for purposes of Code Section 409A of the Code. 409A. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (ai) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, year and (bii) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal calendar year following the fiscal calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Code Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.409A.

Code Section 409A. It is The parties hereto intend that the intention payments and benefits provided in this Agreement either will be exempt from Section 409A of the Company Internal Revenue Code of 1986, as amended (the “Code”), or be provided in a manner that complies with Section 409A of the Code and any ambiguity herein shall be interpreted so as to be consistent with the intent of this paragraph. Further, if Executive that this Agreement will not result in unfavorable tax consequences to the Executive is a “specified employee” (as such term is defined under Section 409A of the Code. To ) at the extent applicable, it is intended that this Agreement comply with time of a termination of employment and the provisions of Section 409A deferral of the Code. This Agreement shall be administered and interpreted commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in a manner consistent with this intent, and order to prevent any provision that would cause this Agreement to fail to satisfy Section 409A accelerated recognition of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with income or additional tax under Section 409A of the Code, includingthen the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to Executive) until the date that is at least six (6) months following Executive’s termination of employment with the Company (or the earlier date of Executive’s death), whereupon the Company will promptly pay Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to Executive under this Agreement during the period in which such payments or benefits were deferred. In addition, if necessaryfollowing the date hereof, amending the Company or Executive reasonably determines that any amounts or benefits payable under this Agreement based on further guidance issued by may be subject to Section 409A of the Internal Revenue Service from time to time; provided that Code, the Company and Executive shall not be required work together to assume adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any increased economic burdenother commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or (ii) preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (iii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. Notwithstanding anything contained herein to the contrary, to in no event whatsoever shall the extent required in order to avoid accelerated taxation and/or tax penalties Company be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A of the Code, the Executive shall not be considered or damages for failing to have terminated employment comply with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result (a) Anything in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A the contrary notwithstanding, if at the time of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “EMPLOYEE’s separation from service” from the Company service within the meaning of Section 409A of the Code. To , TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the extent required to avoid accelerated taxation and/or tax penalties under EMPLOYEE is a “specified employee” within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the EMPLOYEE becomes entitled to under this Agreement on account of the EMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the EMPLOYEE’s separation from service, or (ii) the EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement have been paid during the six-month period immediately following but for the Executive’s termination application of employment shall instead be paid in a lump sum on this provision, and the first day balance of the seventh installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month following his termination in which the date of employment (or upon his deathseparation from service occurs, if earlier)from such date of separation from service until the payment. In addition, for purposes To the extent that the foregoing applies to the provision of this Agreement, each amount any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid or benefit to be provided by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the Executive pursuant to this Agreement shall be construed as a separate identified payment amount of such premiums paid by the EMPLOYEE during the six-month period within ten (10) days after the conclusion of such period. (b) Solely for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided under the terms of this Agreement, (a) the amount of such and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in any one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or in-kind benefits provided in another any other taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the . Such right to reimbursement or in-kind benefit shall benefits is not be subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’s termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation § 1.409A-l(h).

Code Section 409A. It (a) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the intention requirements Section 409A of the Company Code and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code. To the extent applicable, it is intended that ). (b) Notwithstanding anything this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company that any amount that would constitute non-exempt “deferred compensation” for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To Code would otherwise be payable under this Agreement by reason of the extent required occurrence of a Change in Control, or Grantee’s separation from service, such amount will not be payable to avoid accelerated taxation and/or tax penalties under Grantee by reason of such circumstance unless the circumstances giving rise to such Change in Control or separation from service meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the CodeCode and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of this award upon a Change in Control or separation from service, amounts however defined. If this provision prevents the payment of any amount, such payment shall be made at the time that would have applied absent the Change in Control or separation from service, as applicable. (c) If any amount that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable and benefits that would otherwise be provided pursuant to under this Agreement by reason of Grantee’s separation from service during a period in which Grantee is a “specified employee” (as defined in Section 409A of the sixCode and applicable regulations), then payment of such non-month period immediately exempt amounts shall be delayed until the earlier of (i) thirty (30) days following the ExecutiveGrantee’s termination of employment shall instead be paid in a lump sum on death, or (ii) the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitGrantee’s separation from service.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this the Agreement comply be in accordance with the provisions of Code Section 409A of the Code. This 409A. The Agreement shall will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this the Agreement to fail to satisfy Code Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Code Section 409A). To the extent Code Section 409A of the Code). The Company applies, and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A for all purposes of the Codethis Agreement, the Executive shall not be considered deemed to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his had a termination of employment until he would be considered to have unless the Executive has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To service as defined in Treasury Regulation §1.409A-1(h), and, to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, payment of the Code, amounts payable under the Agreement that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following after the Executive’s date of termination of employment shall instead be paid in a lump sum on the first business day after the expiration of the seventh such six-month following his termination of employment (or upon his death, if earlier)period. In addition, for purposes of this the Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement and each installment payment shall be construed as a separate separate, identified payment for purposes of Code Section 409A of the Code. 409A. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (ai) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, year and (bii) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal calendar year following the fiscal calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Code Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.409A.

Code Section 409A. It is Employer shall, with the intention consent of the Company and the Executive that Executive, timely amend this Agreement will not result in unfavorable as many times as may be required so that adverse tax consequences to the Executive under Code Section 409A, including the imposition of any additional tax and interest penalties are avoided. If Employer fails to timely amend the Agreement to comply with Code Section 409A, or if Executive has timely provided his consent to any such amendment but still incurs an adverse tax consequence under Code Section 409A, Employer shall make a 409A Tax Gross Up Payment to Executive within the thirty (30) day period immediately prior to the date on which Executive is required under applicable law to pay the additional tax imposed under Code Section 409A, but not earlier than the six (6) month anniversary of the date of Executive’s “separation from service,” as defined in Code Section 409A (or the date of death, if earlier) and the Codepayment shall be made in a lump sum without interest on that six (6) month anniversary. To the extent applicableFor purposes of this Section 9.1l, it is intended that this Agreement comply with the provisions of Section 409A intent of the Code. This parties that the Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until related Plan or arrangement be amended to comply therewith (which amendment may be retroactive only to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort required to comply with Code Section 409A and that the intended benefits to Executive, including the amount, form and timing of such benefits as specified in this Agreement, will be preserved to the greatest extent possible. For purposes of this Agreement, “409A Tax Gross Up Payment” shall mean a payment to or on behalf of Executive which shall be sufficient to pay, in full, (a) any additional tax imposed under Code Section 409A on any amount or benefit to be paid or provided under this Agreement, (b) any reasonable legal, accounting or tax preparation fees incurred by Executive as a result of any adverse tax consequences incurred by Executive under Code Section 409A, and (c) any federal, state and local income tax, any social security and other employment tax, as a result of the Codepayments described under (a) and (b) and the aggregate amount of additional tax payments described in this clause (c) but, including, if necessary, amending this Agreement based on further guidance issued (d) excluding any interest or penalties assessed by the Internal Revenue Service from time on Executive which are attributable to time; provided that the Company shall not be required to assume any increased economic burdenExecutive’s willful misconduct or negligence. Notwithstanding anything contained herein the above, no 409A Gross Up Payment will be made if Executive fails to the contrary, timely consent to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes any amendment of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided reasonably proposed by Employer pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit9.11.

Code Section 409A. It is the intention of the Company and (a) To extent that the Executive that this Agreement will not result in unfavorable tax consequences would otherwise be entitled to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him payment or benefit under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company constitutes deferred compensation within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Internal Revenue Code of 1986, as amended (“Section 409A of the Code, amounts 409A”) and that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement if paid during the six-month period immediately following six months beginning on the date of Executive’s termination of employment shall instead would be subject to additional taxes and penalties under Section 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid in a lump sum to the Executive on the first day earliest of the seventh six-month following his anniversary of the termination of employment employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or upon his the Executive’s death, if earlier). In addition, for purposes of this Agreement, each amount to be paid any payment or benefit to be provided to the Executive pursuant to this Agreement shall be construed as due upon a separate identified payment for purposes termination of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent employment that the right to reimbursement does not provide for represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal calendar year following the fiscal calendar year in which the Executive remits the related taxesincurred such expenses, and (c) the in no event shall any right to reimbursement or the provision of any in-kind benefit shall not be subject to liquidation or exchange for another benefit. 8. Attachment A to the Agreement is hereby deleted and replaced with the new Attachment A attached hereto. Except as otherwise expressly set forth in this Addendum, including Attachment A, the Agreement shall remain unchanged and in full force and effect in accordance with its terms.

Code Section 409A. It is the intention Notwithstanding any other provision of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the if Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred is a “separation from service” from the Company "specified employee" within the meaning of Code Section 409A of Intersil Confidential and the Code. To the extent required regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to avoid accelerated taxation and/or additional tax penalties under Code Section 409A if such payment or benefit is paid within six months after Executive’s "separation from service" (within the meaning of the CodeCode Section 409A and Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (a “Separation from Service”)), amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following the Executive’s termination of employment separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive in a lump lump-sum cash payment on the earlier of (i) the first business day of the seventh month following his Executive’s Separation from Service or (ii) the 10th business day following Executive’s death. If Executive’s termination of employment hereunder does not constitute a Separation from Service, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Code Section 409A shall not be paid until Executive has experienced a Separation from Service. For purposes of Section 409A (or upon his deathincluding, if earlier). In additionwithout limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), Executive’s right to receive installment payments under this AgreementAgreement will be treated as a right to receive a series of separate payments and, accordingly, each amount to installment payment hereunder shall at all times be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as considered a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitdistinct payment.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein in this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with if Employee is deemed by the Company for purposes at the time of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a Employee’s “separation from service” from with the Company to be a “specified employee,” each within the meaning of Section 409A of the CodeCode (“409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) in connection with such separation shall not be made or commence until the date which is six (6) months after Employee’s “separation from service” (or, if earlier, Employee’s death). To Such deferral shall only be effected to the extent required to avoid accelerated taxation and/or adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by Employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the Code and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, amounts that would otherwise then such provision shall be payable modified or restricted to the extent and benefits that would otherwise in the manner necessary to be provided pursuant in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount is intended to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed treated as one of a series of separate identified payment for purposes of Section 409A of the CodeCode and Treas. With respect to expenses eligible for reimbursement Reg. §1.409A-2(b)(2)(iii) (or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement any similar or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitsuccessor provisions).

Code Section 409A. (a) It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that any amounts payable under this Agreement comply with the provisions and Company’s and Employee’s exercise of Section 409A of the Code. This Agreement authority or discretion hereunder shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the CodeCode (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Employee to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, includingthe Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Employee. (b) Notwithstanding any provision of this Agreement to the contrary, if necessaryEmployee is a “specified employee” as defined in Code Section 409A, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company Employee shall not be required entitled to assume any increased economic burdenpayments upon a termination of his employment until the earlier of (i) the date which is six (6) months after his termination of employment for any reason other than death, or (ii) the date of Employee’s death. Notwithstanding anything contained herein Furthermore, with regard to the contraryany benefit to be provided upon a termination of employment, to the extent required in order by Code Section 409A, Employee shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of such period. Any amounts otherwise payable to avoid accelerated taxation and/or tax penalties under Section 409A Employee following a termination of the Code, the Executive shall his employment that are not be considered to have terminated employment with the Company for purposes so paid by reason of this Agreement and no payments Section 24(b) shall be due to him under this Agreement paid as soon as practicable after the date that are payable upon his is six (6) months after the termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the ExecutiveEmployee’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathor, if earlier, the date of Employee’s death). In addition, for purposes The provisions of this AgreementSection 24(b) shall only apply if, each amount to be paid or benefit to be provided and to the Executive pursuant extent, required to this Agreement shall be construed as a separate identified payment for purposes of comply with Code Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.409A.

Code Section 409A. (a) It is the intention of the Company and parties that the Executive that provisions of this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement shall comply with the provisions of Section 409A requirements of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement short-term deferral exception to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Treasury Regulations Section 409A of the Code1.409A-1(b)(4). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contraryAccordingly, 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 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: (i) No amount which becomes payable under this Agreement by reason of Participant’s cessation of Service shall actually be paid to the Participant until the date of the Participant’s Separation from Service or as soon thereafter as administratively practicable, but in no event later than the later of (i) the last day 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. (ii) No amount which becomes payable under this Agreement by reason of the Participant’s Separation from Service shall actually be paid or distributed to the Participant prior to the earlier of: (A) the first day of the seventh (7th) month following the date of such Separation from Service or (B) 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 determined by the Company in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid accelerated taxation and/or tax penalties a prohibited distribution under Code Section 409A of the Code, the Executive 409A(a)(2). The deferred amount shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh (7th) month following his termination the date of employment (or upon his deaththe Participant’s Separation from Service or, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A first day of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under month immediately following the terms of this Agreement, (a) date the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end Company receives proof of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitParticipant’s death.

Code Section 409A. (a) It is the intention of the Company and parties that the Executive that provisions of this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement shall comply with the provisions of Section 409A requirements of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement short-term deferral exception to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Treasury Regulations Section 409A of the Code1.409A-1(b)(4). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contraryAccordingly, 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 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: (i) No amount which becomes payable under this Agreement by reason of Participant’s cessation of Service shall actually be paid to the Participant until the date of the Participant’s Separation from Service or as soon thereafter as administratively practicable, but in no event later than the later of (i) the last day 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. (ii) No amount which becomes payable under this Agreement by reason of the Participant’s Separation from Service shall actually be paid or distributed to the Participant prior to the earlier of: (A) the first day of the seventh (7th) month following the date of such Separation from Service or (B) 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 determined by the Company in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid accelerated taxation and/or tax penalties a prohibited distribution under Code Section 409A of the Code, the Executive 409A(a)(2). The deferred amount shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh (7th) month following his termination the date of employment (or upon his deaththe Participant’s Separation from Service or, if earlier), the first day of the month immediately following the date the Company receives proof of the Participant’s death. (iii) No amount to which the Participant becomes entitled under Paragraph 3 of this Agreement by reason of a Change in Control of the Company shall be paid to the Participant at the time of the applicable Change in Control event unless that transaction also as to the Participant qualifies as a change in control event under Code Section 409A and the Treasury Regulations thereunder. In additionthe absence of such a qualifying change in control, for purposes the payment or distribution of this Agreementsuch amount shall not be made until the effective date of a Change in Control that constitutes, each amount to be paid or benefit to be provided as to the Executive pursuant to this Agreement shall be construed as Participant, a separate identified payment for purposes of qualifying a change in control event under Code Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made Treasury Regulations thereunder, or as soon as administratively practicable following the applicable event, but in no event later than the end fifteenth (15th) day of the fiscal year third (3rd) calendar month following the fiscal year in which the related expenses were incurred, except, in each case, to the extent date of that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitevent.

Code Section 409A. It is the intention (a) If any of the Company and the Executive that benefits set forth in this Agreement will not result in unfavorable tax consequences to are “deferred compensation” within the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions meaning of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent409A, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred triggering payment of such benefits must constitute a “separation from service” under Section 409A before a distribution of such benefits can commence. It is intended that each installment of the payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A and the guidance issued thereunder. Neither Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (b) If any amount is to be paid to Executive pursuant to this Agreement as a result of Executive’s termination of employment and if Executive is a “Specified Employee” (as defined under Section 409A) as of the date of Executive’s termination of employment hereunder, then, (i) each installment of the payments and benefits due under this Agreement that, in accordance with the dates and terms set forth therein, will in all circumstances, regardless of when the separation from service occurs, be paid within the Company period of time permitted under Treasury Regulation Section 1.409A-1(b)(4) shall be treated as a short-term deferral within the meaning of such Section 409A to the maximum extent possible and shall be paid at the time set forth herein; and (ii) each installment of the Code. To payments and benefits due this Agreement that is not described in Section 11(b)(i) above and that would, absent this subsection, be paid within the extent six-month period following Executive’s “separation from service” from Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement delayed being accumulated during the six-month period immediately following the Executive’s termination of employment shall instead be and paid in a lump sum on the first date that is six months and one day of the seventh month following his termination of employment (or upon his deathExecutive’s separation from service and any subsequent installments, if earlier). In additionany, for purposes being paid in accordance with the dates and terms set forth in this Agreement; provided, however, that the preceding provisions of this Agreement, each amount sentence shall not apply to any installment of payments and benefits if and to the maximum extent that such installment is deemed to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as under a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent separation pay plan that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A compensation by reason of the Code; provided that, with respect application of Treasury Regulation 1.409A-l(b)(9)(iii) (relating to any reimbursements separation pay upon an involuntary separation from service). Any installments that qualify for any taxes to which the Executive becomes entitled exception under the terms of this Agreement, the payment of such reimbursements shall Treasury Regulation Section 1.409A-1(b)(9)(iii) must be made by the Company paid no later than the end last day of the fiscal Executive’s second taxable year following the fiscal his taxable year in which the Executive remits separation from service occurs. (iii) Any deferred compensation payments delayed in accordance with the related taxesterms of Section 11(b)(ii) shall be paid in a lump sum when paid and shall be adjusted for earnings in accordance with the applicable short term rate under Section 1274(d) of the Code. (iv) The determination of whether and when Executive’s separation from service from Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this Section 11(b)(iv)., “Company” shall include all persons with whom Company would be considered a single employer under Section 414(b) and 414(c) of the Code. (c) Notwithstanding any other provision of this Agreement to the right to reimbursement contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or in-kind benefit the payment of increased taxes, excise taxes or other penalties under Section 409A. For purposes of clarification, this section shall not require any forfeiture of benefits on the part of Executive. (d) The parties intend this Agreement to be subject in compliance with Section 409A. Executive acknowledges and agrees that Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to liquidation or exchange for another benefit.consequences related to Section 409A.

Code Section 409A. (a) It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that any amounts payable under this Agreement comply with the provisions and Company’s and Executive’s exercise of Section 409A of the Code. This Agreement authority or discretion hereunder shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the CodeCode (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, includingthe Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. (b) Notwithstanding any provision of this Agreement to the contrary, if necessaryExecutive is a “specified employee” as defined in Code Section 409A, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company Executive shall not be required entitled to assume any increased economic burdenpayments upon a termination of his employment until the earlier of (i) the date which is six (6) months after his termination of employment for any reason other than death, or (ii) the date of Executive’s death. Notwithstanding anything contained herein Furthermore, with regard to the contraryany benefit to be provided upon a termination of employment, to the extent required in order to avoid accelerated taxation and/or tax penalties under by Code Section 409A of the Code409A, the Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of such period. Any amounts otherwise payable to Executive following a termination of his employment that are not be considered to have terminated employment with the Company for purposes so paid by reason of this Agreement and no payments Section 24(b) shall be due to him under this Agreement paid as soon as practicable after the date that are payable upon his is six (6) months after the termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathor, if earlier, the date of Executive’s death). In addition, for purposes The provisions of this AgreementSection 24(b) shall only apply if, each amount to be paid or benefit to be provided and to the Executive pursuant extent, required to this Agreement shall be construed as a separate identified payment for purposes of comply with Code Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.409A.

Code Section 409A. It 10.1 To the extent that any payments to be made to Executive upon a termination of employment are subject to Section 409A of the Code, a termination of employment with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A of the Code and applicable regulations. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 10.2 Anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive’s separation from service would be considered deferred compensation otherwise subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the intention earlier of (a) six (6) months and one (1) day after Executive’s separation from service, or (b) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. 10.3 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company and or incurred by Executive during the Executive time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 10.4 The Parties intend that this Agreement will not result be administered in unfavorable tax consequences to the Executive under accordance with Section 409A of the Code. To the extent applicable, it is intended that any provision of this Agreement comply is ambiguous as to its compliance with the provisions of Section 409A of the Code. This Agreement , the provision shall be administered and interpreted read in such a manner consistent with this intent, and any provision so that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to all payments hereunder comply with Section 409A of the Code, including, if necessary, amending . Each payment pursuant to this Agreement based on further guidance issued is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The Parties agree that this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Internal Revenue Service from time Code 9 | Page and all related rules and regulations in order to time; preserve the payments and benefits provided that hereunder without additional cost to either Party. This Section 10 shall apply only to the Company shall not be extent required to assume avoid Executive’s incurrence of any increased economic burden. tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. 10.5 Notwithstanding anything contained herein any provision of this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payments shall be made no earlier than at such times allowed under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section section 409A of the Code. This Internal Revenue Code of 1986, as amended, and the Treasury Department regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement shall upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement will be interpreted, operated and administered and interpreted in a manner consistent with this intentthese intentions, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by that any regulations or other guidance issued under Code Section 409A of the Code). The Company and would result in the Executive agree being subject to work together in good faith in an effort to comply with payment of additional income taxes or interest under Code Section 409A of 409A, the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contraryparties agree, to the extent required in order possible, to avoid accelerated taxation and/or tax penalties under Section 409A of amend this Agreement to maintain to the Code, maximum extent practicable the Executive shall not be considered to have terminated employment with the Company for purposes original intent of this Agreement and no while avoiding the application of such taxes or interest under Code Section 409A. All payments shall to be due to him made upon a termination of employment under this Agreement that are payable may only be made upon his termination of employment until he would be considered to have incurred a “separation from service” from as defined under Code Section 409A. Notwithstanding any provision of this Agreement to the Company within the meaning of Section 409A contrary, if, as of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A date of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathseparation from service, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed is a “specified employee” as a separate identified payment for purposes of defined under Code Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement409A, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable yearthen, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, except to the extent that the right to reimbursement this Agreement does not provide for a “deferral of compensation” within the meaning of Code Section 409A of the Code; , no payments may be made and no benefits may be provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled during the period beginning on the date of the Executive’s separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him A. Payments under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a will constitute non-exempt “separation from servicedeferred compensation” from the Company within the meaning for purposes of Section 409A that otherwise would be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which he is a “specified employee” (as defined under Section 409A), then, subject to any permissible acceleration of payment by the Employer under Treasury Regulations Sections 1.409A-3(j)(4), commencement of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A amount of the Code, amounts such non-exempt deferred compensation that otherwise would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s separation from service will be delayed until the first of Employer’s regularly scheduled pay dates in the seventh month following Executive’s separation from service, and the normal payment schedule for any remaining payments or will start at that date. B. Any payment or benefit required to be paid hereunder on account of Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment employment, service (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (aany other similar term) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall will be made no later than the end of the fiscal year following the fiscal year only in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a connection with Executive’s “deferral of compensationseparation from service,” within the meaning of Section 409A 409A. C. To the extent permitted by Code Section 409A, and notwithstanding any provision of this Agreement to the Code; provided thatcontrary, the Employer, in its sole discretion, may elect to accelerate the time or form of payment of a benefit owed to Executive in accordance with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms and subject to the conditions of this AgreementTreasury Regulations Section 1.409A-3(j)(4). D. Employer may take any action considered to be corrective in nature concerning compliance with Code Section 409A, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year as described in which the Executive remits the related taxes, and (c) the right to reimbursement or inInternal Revenue Service Notice 2010-kind benefit shall 6. E. Employer will not be subject to liquidation any claim, liability, or exchange for another benefit.expense, and will not have any obligation to indemnify or otherwise protect Executive, from the obligation to pay any taxes imposed on Executive under Section 409A.

Code Section 409A. It is the intention of the Company (a) Executive acknowledges and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided agrees that the Company shall does not be required guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to assume consequences related to Code Section 409A. (b) In the event that any increased economic burden. Notwithstanding anything contained herein payments or benefits set forth in this Agreement constitute “non-qualified deferred compensation” subject to Code Section 409A, then the contrary, following conditions apply to the extent required in order to avoid accelerated taxation and/or tax penalties such payments or benefits: (i) Any termination of Executive’s employment triggering payments or benefits under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred 4 must constitute a “separation from service” from under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to the Company at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Code Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 11(b) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the timing of payments or benefits under Section 4 if, on the date of termination of Executive’s employment, Executive is deemed to be a “specified employee” of the Company (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code. To ), then limited only to the extent required necessary to avoid accelerated taxation and/or tax penalties comply with the requirements of Code Section 409A, any payments or benefits to which Executive may become entitled under Section 4 which are subject to Code Section 409A of the Code, amounts that would (and not otherwise exempt from its application) shall be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on withheld until the first (1st) business day of the seventh (7th) month following his the termination of employment (or upon his deathExecutive’s employment, if earlier). In addition, for purposes of this Agreement, each amount to at which time Executive shall be paid or benefit to be provided an aggregate amount equal to the accumulated, but unpaid, payments or benefits otherwise due to Executive pursuant to under the terms of Section 4. (c) It is intended that each installment of the payments and benefits provided under Section 4 of this Agreement shall be construed treated as a separate identified payment “payment” for purposes of Code Section 409A of 409A. Neither the Code. With respect Company nor Executive shall have the right to expenses eligible for reimbursement accelerate or in-kind benefits provided under defer the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision delivery of any in-kind such payments or benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, except to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of specifically permitted or required by Code Section 409A of the Code; provided that, with respect to 409A. Notwithstanding any reimbursements for any taxes to which the Executive becomes entitled under the terms other provision of this AgreementAgreement to the contrary, the payment of such reimbursements this Agreement shall be made by interpreted and at all times administered in a manner that avoids the Company no later than the end inclusion of the fiscal year following the fiscal year compensation in which the Executive remits the related income under Code Section 409A, or liability for increased taxes, and (c) the right excise taxes or other penalties under Code Section 409A. The parties intend this Agreement to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.in compliance with Code Section 409A.

Code Section 409A. It is Notwithstanding any other provision of this Agreement to the intention of contrary, the Company and the Executive parties to this Agreement intend that this Agreement will not result in unfavorable tax consequences to satisfy the Executive under Section 409A of the Code. To the extent applicableapplicable requirements, it is intended that this Agreement comply with the provisions if any, of Section 409A of the Code. This Agreement shall be administered Internal Revenue Code of 1986, as amended, and interpreted the regulations thereunder (collectively hereinafter referred to as “409A”) in a manner consistent that will preclude the imposition of additional taxes and interest imposed under 409A. The parties agree that the Agreement will be amended (as determined by the Company in consultation with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive Executive) to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort necessary to comply with Section 409A of the Code409A, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service as amended from time to time; provided that , and the Company shall not be required to assume any increased economic burdennotices and other guidance of general applicability issued thereunder. Notwithstanding anything contained herein in this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be if any amounts that become due to him under this Agreement that are payable upon his termination on account of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead constitute “nonqualified deferred compensation” within the meaning of 409A, payment of such amounts will not commence until Executive incurs a Separation from Service, as defined under 409A). If, at the time of Executive’s termination of employment under this Agreement, Executive is a “specified employee” (within the meaning of 409A), any amounts that constitute “nonqualified deferred compensation” within the meaning of 409A that become payable to Executive on account of Executive’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid in a lump sum on or commence earlier than the first day of the seventh month following his the date of Executive’s termination of employment (or upon his death, if earlierthe “409A Suspension Period”). In additionWithin fourteen (14) calendar days after the end of the 409A Suspension Period, for purposes of this Agreement, each amount to Executive will be paid or benefit a lump sum equal to be provided to any payments delayed because of the preceding sentence. Thereafter, Executive pursuant to will receive any remaining benefits as if there had not been an earlier delay. Each payment due under this Agreement shall be construed is treated as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (aTreasury Regulations Sections 1.409A-1(b)(4)(F) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit1.409A-2(b)(2).

Code Section 409A. It is the intention of the Company The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. This Agreement and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement Award shall be administered administered, interpreted, and interpreted construed in a manner consistent with this intent, and Code Section 409A or an exemption therefrom. Should any provision that would cause of this Agreement or any Award hereunder be found not to fail to satisfy Section 409A comply with, or otherwise be exempt from, the provisions of the Code will have no force Section 409A, such provision shall be modified and given effect until amended (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply therewith (which amendment may be retroactive with, or to effectuate an exemption from, Code Section 409A. Without limiting the extent permitted by Section 409A of the Code). The Company foregoing and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the ExecutiveParticipant’s termination of employment separation from service shall instead be paid in a lump sum on the first business day of after the seventh month date that is six months following his the Participant’s termination of employment date (or upon his death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on the Participant under Section 409A. In the event the Award under this Agreement is determined to be subject to Code Section 409A, any payment triggered by a Change of Control or Fundamental Transaction will be made only if, in connection with the Change of Control or Fundamental Transaction, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A-3(i)(5). In addition, for purposes the event payment is not allowed by operation of this Agreementsection, each amount payment will be made within sixty (60) days of the earlier to occur of (A) the applicable payment date set forth in the Notice or (B) the occurrence of a permissible time or event that could trigger a payment without violating Code Section 409A. Any payments to be paid made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or benefit to any portion of any taxes, penalties, interest or other expenses that may be provided incurred by the Participant on account of non-compliance with Section 409A. Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 X. Xxxxxxx XxxxxxXxxxxxxx Xxxx, XX 00000 [Name][Address][Address] Plan: Chesapeake Energy Corporation Amended and Restated Long Term Incentive PlanID: [•] Effective ___________, 2014 (the “Grant Date”), you have been granted an Award of a number (the Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the “Company”). This Award entitles you to the Executive right to receive a cash payment for each PSU awarded in an amount equal to the Final PSU Value (as defined below) on the Payment Date specified below. The number of PSUs awarded is subject to adjustment pursuant to the level of performance respecting the Performance Measures over the Performance Period, as determined by the Committee and as set forth below. This Award is further subject to the vesting requirements set forth below. Grant Date Value of Target Award: $[•] Target PSU Allocation: [•] Last Day of the Performance Period: 12/31/2016 Payment Date: Any payment earned pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits Award shall be made as soon as practicable after the Committee certifies the Company’s performance respecting the performance goals on or following January 1, 2017, but in no case later than the end of the fiscal year following the fiscal year in which the related expenses were incurredMarch 15, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit2017.

Code Section 409A. It is the intention of the Company and (a) To extent that the Executive that this Agreement will not result in unfavorable tax consequences would otherwise be entitled to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him payment or benefit under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company constitutes deferred compensation within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Internal Revenue Code of 1986, as amended (“Section 409A of the Code, amounts 409A”) and that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement if paid during the six-month period immediately following six months beginning on the date of Executive’s termination of employment shall instead would be subject to additional taxes and penalties under Section 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid in a lump sum to the Executive on the first day earliest of the seventh six-month following his anniversary of the termination of employment employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or upon his the Executive’s death, if earlier). In addition, for purposes of this Agreement, each amount to be paid any payment or benefit to be provided to the Executive pursuant to this Agreement shall be construed as due upon a separate identified payment for purposes termination of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent employment that the right to reimbursement does not provide for represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short- term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal calendar year following the fiscal calendar year in which the Executive remits the related taxesincurred such expenses, and (c) the in no event shall any right to reimbursement or the provision of any in-kind benefit shall not be subject to liquidation or exchange for another benefit. 8. Attachment A to the Agreement is hereby deleted and replaced with the new Attachment A attached hereto. Except as otherwise expressly set forth in this Addendum, including Attachment A, the Agreement shall remain unchanged and in full force and effect in accordance with its terms.

Code Section 409A. It is The following new paragraphs are hereby inserted into the intention of Agreement immediately preceding the Company and the Executive that this Agreement will not result in unfavorable tax consequences final full paragraph on page 2 as follows: "Notwithstanding anything to the Executive under Section contrary in this Agreement, no Deferred Payments (as defined below) shall be payable until you have a "separation from service" within the meaning of section 409A of the Internal Revenue code of 1986, as amended (the “Code") and the final regulations and official guidance thereunder (together, "Section 409A”). To Similarly, no severance payable to you, if any, pursuant to this Agreement that would otherwise be exempt from Section 409A pursuant to Treasury Regulation 1.409A-1(b)(9) shall be payable until you have a "separation from service" within the extent applicablemeaning of Section 409A. Further, it if you are a "specified employee" within the meaning of Section 409A at the time of your separation from service (other than due to death), and the severance payments and benefits payable to you, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A. (together, the "Deferred Payments"), such Deferred Payments that are otherwise payable within the first six (6) months following your separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of your separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if you die following your separation from service but prior to the six (6) month anniversary of your separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended that this Agreement to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The foregoing provisions are intended to comply with the provisions requirements of Section 409A so that none of the Code. This severance payments and benefits to be provided under the Agreement shall will be administered and interpreted in a manner consistent with this intentsubject to the additional tax imposed under Section 4094, and any provision that would cause this Agreement ambiguities herein will be interpreted to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code)so comply. The Company You and the Executive Company agree to work together in good faith in an effort to comply with Section 409A of consider amendments to the Code, including, if Agreement and to take such reasonable actions which are necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order appropriate or desirable to avoid accelerated taxation and/or imposition of any additional tax penalties or income recognition prior to actual payment to you under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.409A."

Code Section 409A. It is the intention The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. The Plan and all Awards shall be administered, interpreted, and construed in a manner constituent with Code Section 409A or an exemption thereform. Should any provision of the Company and Plan, the Executive that this Agreement will or any Award hereunder be found not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicablecomply with, it is intended that this Agreement comply with or otherwise be exempt from, the provisions of the Code Section 409A 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intentCommittee, and any provision that would cause this Agreement to fail to satisfy Section 409A without the consent of the Code will have no force and effect until amended Participant, in such manner as the Committee determines to be necessary or appropriate to comply therewith (which amendment may be retroactive with, or to effectuate an exemption from, Code Section 409A. Without limiting the extent permitted by Section 409A of the Code). The Company foregoing and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement Plan during the six-month period immediately following the ExecutiveEmployee’s termination of employment separation from service shall instead be paid in a lump sum on the first business day of after the seventh month date that is six months following his the Executive’s termination of employment date (or upon his death, if earlier). In addition, with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for purposes the month in which payment would have been made but for the delay in payment required to avoid the imposition of this Agreement, each amount an additional rate of tax on the Employee under Section 409A. Any payments to be paid made under this Plan upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Plan comply with Section 409A and in no event shall the Company be liable for all or benefit to any portion of any taxes, penalties, interest or other expenses that may be provided incurred by the Employee on account of non-compliance with Section 409A. Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 X. Xxxxxxx XxxxxxXxxxxxxx Xxxx, XX 00000 Xxxxxx X. XxXxxxxxx0000 Xxxxxxxx XxxxxXxxxxxxx Xxxx, XX 00000 Plan: Chesapeake Energy Corporation Amended and Restated Long Term Incentive PlanID: 010106 Effective January 29, 2013 (the “Grant Date”), you have been granted an Award of a number (the Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the “Company”). This Award entitles you to the Executive right to receive a cash payment for each PSU awarded in an amount equal to the Final PSU Value (as defined below) on the Payment Date specified below. The number of PSUs awarded is subject to adjustment pursuant to the level of performance respecting the Performance Measures over the Performance Period, as determined by the Committee and as set forth below. This Award is further subject to the vesting requirements set forth below. Grant Date Value of Target Award: $6,750,000 Target PSU Allocation: 324,680 Last Day of the Performance Period: 12/31/2015 Payment Date: Any payment earned pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits Award shall be made as soon as practicable after the Committee certifies the Company’s performance respecting the performance goals on or following January 1, 2016, but in no case later than the end of the fiscal year following the fiscal year in which the related expenses were incurredMarch 15, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit2016.

Code Section 409A. It is the intention The intent of the Company Holder and the Executive Company is that payments and benefits under this Award Agreement will not result in unfavorable tax consequences to and the Executive under Option be exempt from, or comply with, Section 409A of the Code, and accordingly, to the maximum extent permitted, this Award Agreement and the Award shall be interpreted and administered to be in accordance therewith. To Each payment under this Award Agreement and the extent applicable, it is intended that this Agreement comply with the provisions Option shall be construed as a separate identified payment for purposes of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision payments described in this Award Agreement and the Option that would cause this Agreement to fail to satisfy are due within the “short term deferral period” as defined in Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burdentreated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, (a) the Executive Holder shall not be considered to have terminated employment with the Company for purposes of this Award Agreement and no payments shall be due to him the Holder under this Award Agreement that are payable upon his the Holder’s termination of employment until he the Holder would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, Code and (b) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Award Agreement and the Option during the six-month period immediately following the ExecutiveHolder’s termination of employment separation from service shall instead be paid in a lump sum on the first business day of after the seventh month date that is six months following his termination of employment the Holder’s separation from service (or upon his deathor, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitHolder’s death).

Code Section 409A. It is intended that any amounts payable under this Agreement shall be exempt from or shall comply with Code Section 409A (including the intention of the Company Treasury regulations and other published guidance relating thereto) and the Executive that this Agreement will Company’s and your exercise of authority or discretion hereunder shall comply therewith so as not result in unfavorable tax consequences to subject you to the Executive payment of any interest or additional tax imposed under Code Section 409A of the Code. 409A. To the extent applicableany amount payable to you from the Company, it is intended that per this Agreement comply with or otherwise, would trigger the provisions of additional tax imposed by Code Section 409A of 409A, the Codepayment arrangements shall be modified to avoid such additional tax. This Agreement shall be administered and interpreted provision includes, but is not limited to, Treasury Regulation Section 1.409A-3(g)(2), relating to a six-month delay in payment of deferred compensation to a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy “specified employee” (as defined in the Treasury Regulations under Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service 409A) upon a separation from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contraryservice, to the extent required in order applicable. We look forward to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated your continued employment with the Company for purposes of this Agreement Company. Yours sincerely, /s/ Xxxx Xxxxx-Lovers Xxxx Xxxxx-Lovers Director and no payments shall be due to him under this Agreement that are payable upon his termination Chair, HSII Human Resources and Compensation Committee I hereby accept the terms and conditions of employment until he would be considered to as outlined above: /s/ L. Xxxxx Xxxxx December 30, 2011 L. Xxxxx Xxxxx Date 1. For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned (“Employee”) on behalf of himself and the other Employee Releasors (as defined below) releases and forever discharges Xxxxxxxx & Struggles International, Inc. (the “Company”) and the other Company Releasees (as defined below) from any and all Claims (as defined below) which the Employee now has or claims, or might hereafter have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Codeor claim, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment whether known or unknown, suspected or unsuspected (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each caseother Employee Releasors may have, to the extent that it is derived from a Claim which the right Employee may have), against the Company Releasees based upon or arising out of any matter or thing whatsoever, from the beginning of time to reimbursement does not provide for a the date affixed beneath the Employee’s signature on this General Release and Waiver and shall include, without limitation, Claims arising out of or related to the letter agreement between the Company and Employee dated [INSERT DATE] (the “deferral Letter Agreement”) and Claims arising under (or alleged to have arisen under) (a) the Age Discrimination in Employment Act of compensation” within the meaning of Section 409A 1967, as amended; (b) Title VII of the CodeCivil Rights Act of 1964, as amended; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the right United States Code, as amended; (e) the Employee Retirement Income Security Act of 1974, as amended; (f) The Immigration Reform Control Act, as amended; (g) The Americans with Disabilities Act of 1990, as amended; (h) The National Labor Relations Act, as amended; (i) The Occupational Safety and Health Act, as amended; (j) any state or local anti-discrimination law; (k) any other local, state or federal law, regulation or ordinance; (l) any public policy, contract, tort, or common law; or (m) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. The Employee further releases any rights to reimbursement recover damages or inother personal relief based on any claim or cause of action filed on the Employee’s behalf in court or any agency. Notwithstanding the above, the Employee Releasors do not release any claim duly filed pursuant to the group welfare and retirement plans of the Company or a claim filed pursuant to any policy of liability insurance or the Company’s by-kind benefit laws. 2. For purposes of this General Release and Waiver, the terms set forth below shall not be subject to liquidation or exchange for another benefit.have the following meanings:

Code Section 409A. (a) It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that any amounts payable under this Agreement comply with the provisions and Company’s and Executive’s exercise of Section 409A of the Code. This Agreement authority or discretion hereunder shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the CodeCode (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Executive to payment of any additional tax, includingpenalty or interest imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. (b) Notwithstanding any provision of this Agreement to the contrary, if necessaryExecutive is a “specified employee” as defined in Code Section 409A, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company Executive shall not be required entitled to assume any increased economic burdenpayments upon a termination of Executive’s employment until the earlier of (i) the date which is six (6) months after Executive’s “separation from service” (as such term is defined in Code Section 409A and regulations promulgated thereunder) with the Company for any reason other than death, or (ii) the date of Executive’s death. Notwithstanding anything contained herein Furthermore, with regard to the contraryany benefit to be provided upon a termination of employment, to the extent required in order to avoid accelerated taxation and/or tax penalties under by Code Section 409A of the Code409A, the Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of such period. Any amounts otherwise payable to Executive following a termination of Executive’s employment that are not be considered to have terminated employment with the Company for purposes so paid by reason of this Agreement and no payments Section 24(b) shall be due to him under this Agreement paid as soon as practicable after the date that are payable upon his is six (6) months after the termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathor, if earlier, the date of Executive’s death). In addition, for purposes The provisions of this AgreementSection 24(b) shall only apply if, each amount to be paid or benefit to be provided and to the Executive pursuant extent, required to this Agreement shall be construed as a separate identified payment for purposes of comply with Code Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.409A.

Code Section 409A. It is the intention of the Company and the Executive The parties intend that this Agreement will not result in unfavorable tax consequences and the benefits provided hereunder be exempt from the requirements of Code Section 409A to the Executive under maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 409A of 1.409A-1(b)(4), the Codeinvoluntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent applicableCode Section 409A is applicable to this Agreement, it is intended the parties intend that this Agreement comply with the provisions deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of Section 409A of this Agreement to the Code. This contrary, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intentsuch intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision that would cause of this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, with respect to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement any payments and no payments shall be due to him benefits under this Agreement that are payable upon his to which Code Section 409A applies, all references in this Agreement to the termination of the Executive's employment until he would be considered or separation from service are intended to have incurred a “mean the Executive's "separation from service” from the Company ," within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if the Executive is a "specified employee" within the meaning of Code Section 409A at the time of the Code. To Executive's separation from service, then to the extent required necessary to avoid accelerated taxation and/or subjecting the Executive to the imposition of any additional tax penalties under Code Section 409A of the Code409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to under this Agreement based on the Executive's separation from service, shall not be paid to the Executive during the six-month period immediately following the Executive’s termination of employment 's separation from service, but shall instead be accumulated and paid to the Executive (or, in the event of the Executive's death, the Executive's estate) in a lump sum on the first business day after the earlier of the seventh date that is six months following the Executive's separation from service or the Executive's death. No additional interest or earnings shall be due on such amounts during such six-month following his termination of employment (or upon his deathperiod, if earlier). In addition, for purposes of except as otherwise specified by this Agreement, each amount . This Agreement shall be deemed to be paid or benefit amended, and any deferrals and distributions hereunder shall be deemed to be provided modified, to the Executive pursuant extent permitted by and necessary to comply with Code Section 409A and to avoid or mitigate the imposition of additional taxes under Code Section 409A. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed as a separate identified payment to transfer any liability for purposes of failure to comply with Code Section 409A from the Executive or any other individual to the Company or any of the Codeits Affiliated Companies. 13. With respect New Section 13(a) is amended to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, read in its entirety as follows: (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits This Agreement shall be made no later than governed by and construed in accordance with the end laws of the fiscal year following the fiscal year in which the related expenses were incurredState of Delaware, exceptwithout reference to principles of conflict of laws, in each case, except to the extent that the right to reimbursement does preempted by federal law. The captions of this Agreement are not provide for a “deferral of compensation” within the meaning of Section 409A part of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements provisions hereof and shall have no force or effect. This Agreement may not be made amended or modified otherwise than by a written agreement executed by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, parties hereto or their respective successors and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitlegal representatives.

Code Section 409A. It is the intention of the Company and the Executive that this This Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended to provide compensation and other remuneration that this Agreement comply with is exempt from the provisions requirements of Section 409A of the Code. This Agreement , and shall be administered interpreted and interpreted in a manner consistent construed consistently with this that intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A. Without limiting the foregoing, In the event that (i) one or more payments of compensation or benefits (and any other severance payments or benefits which may be considered deferred compensation under Section 409A) received or to be received by the Executive pursuant to Section 5.3(b) of this Agreement (“Separation Payment”) would constitute deferred compensation subject to Section 409A of the CodeCode and the regulations or other authority promulgated thereunder, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service as amended from time to time; provided that time (“Section 409A”), and (ii) the Company Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i), then such Separation Payment shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to made or commence until the contrary, to earlier of (i) the extent required expiration of the six-month period measured from the date of the Executive’s “separation from service” (as such term is at the time defined in order to avoid accelerated taxation and/or tax penalties Treasury Regulations under Section 409A) with the Company (the “delay period”) or (ii) such earlier time permitted under Section 409A of the Code; provided, the Executive however, that such deferral shall not only be considered effected to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or adverse tax penalties treatment to the Executive under Section 409A of 409A, including (without limitation) the Code, amounts that additional 20% tax for which the Executive would otherwise be payable and benefits liable under Section 409A(a)(l)(B) or any state law equivalent of Section 409A in the absence of such deferral. Upon the expiration of the applicable delay period, any Separation Payment that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 21 shall be provided pursuant paid to this Agreement during the six-month period immediately following Executive or the Executive’s termination of employment shall instead be paid beneficiary in a one lump sum on the first day of the seventh month following his termination of employment (or upon his deathsum, including all accrued interest, and all remaining Separation Payments, if earlier). In additionany, for purposes of this Agreement, each amount to will be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided payable in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, accordance with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right schedule applicable to reimbursement each payment or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. It This Agreement is intended to comply with Code Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the intention maximum extent possible. For purposes of Section 409A, each instalment payment provided under this Agreement shall be treated as a separate payment. Notwithstanding any other provision of this Agreement, in the event any payment is to be made during a specified time period following the expiration of the Company Release Execution Period and the Executive time period for such payment begins in one calendar year and ends in a second calendar year, then such amount shall be payable in the second calendar year. Notwithstanding the foregoing, the Company makes no representations that this Agreement will not result in unfavorable tax consequences to the Executive payments and benefits provided under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A and in no event shall the Company be liable for all or any portion of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intentany taxes, and any provision penalties, interest or other expenses that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive incurred by the Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply connection with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered is determined to have incurred a constitute “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of nonqualified deferred compensation” within the meaning of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which and the Executive becomes entitled under the terms of this Agreementis determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), the then such payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject paid until the first payroll date to liquidation occur following the six-month anniversary of the Termination Date (the “Specified Employee Payment Date”), unless the payment otherwise satisfies the short-term deferral exemption or exchange for another benefitexemption under Section 409A of the Code. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Code Section 409A. It is the intention of the Company This Agreement and the Executive that this Agreement will not result in unfavorable tax consequences severance pay and other benefits provided hereunder are intended to the Executive under qualify for an exemption from Section 409A of the Code. To the extent applicable, it is intended provided, however, that if this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Section 409A of the Code, including, if necessary, amending Code to the extent applicable thereto. Notwithstanding any provision of this Agreement based on further guidance issued by to the Internal Revenue Service from time to time; contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burdenburden in connection therewith. Notwithstanding anything contained herein Although the Company intends to administer this Agreement so that it will comply with the contraryrequirements of Section 409A of the Code, the Company does not represent or warrant that this Agreement will comply with Section 409A of the Code or any other provision of federal, state or local law. Neither the Company, the Board, its subsidiaries, nor their respective managers, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the extent required in order Company and its subsidiaries shall have no obligation to avoid accelerated taxation and/or tax penalties indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Section 409A of the Code and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments then any such payment or reimbursement, or portion thereof, shall be due delayed until the date that is the earlier to him under this Agreement occur of (i) Executive's death or (ii) the date that are payable upon his is six months and one day following the date of termination of employment until he would be considered to have incurred a “separation from service” from Executive's Employment (the Company within "Delay Period"). Upon the meaning of Section 409A expiration of the Code. To Delay Period, the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided payments delayed pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment Section 24 shall instead be paid to Executive in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathsum, if earlier). In addition, for purposes of and any remaining payments due under this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement Section 24 shall be construed as a separate identified payable in accordance with their original payment for schedule. For purposes of Section 409A of the CodeCode (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment. With respect Dispute Resolution. To ensure the timely and economical resolution of disputes that arise in connection with this Agreement, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to expenses eligible for reimbursement the enforcement, breach, performance or in-kind benefits provided under the terms interpretation of this Agreement, Executive’s employment, or the termination of Executive’s employment, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Orange County, California, conducted by Judicial Arbitration and Mediation Services, Inc. (a“JAMS”) under the applicable JAMS employment rules. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of such expenses eligible for reimbursement court fees that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or in-kind benefits provided the Company from obtaining injunctive relief in any taxable year shall not affect court to prevent irreparable harm pending the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision conclusion of any in-kind benefits such arbitration. Notwithstanding the foregoing, the Company shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, entitled to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code; provided that, with respect to resolve any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreementissue or dispute over intellectual property rights, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxesCompany’s trade secrets, Confidential Information, and (c) enforce the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitrestrictive covenants set forth in this Agreement by Court action instead of arbitration. Certain Definitions.

Code Section 409A. It is the intention of the Company (a) The payments and the Executive that this Agreement will not result in unfavorable tax consequences benefits provided hereunder are intended to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply be exempt from or compliant with the provisions requirements of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and Notwithstanding any provision that would cause of this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to in the extent required in order to avoid accelerated taxation and/or tax penalties under event that following the effective date hereof, the Company reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the requirements of Section 409A of the Code, the Company and the Executive shall not be considered work together to have terminated employment adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that are necessary or appropriate (i) to preserve the intended tax treatment of the payments and benefits provided hereunder, to preserve the economic benefits with respect to such payments and benefits, and/or (ii) to exempt such payments and benefits from Section 409A of the Code or to comply with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder, provided, however, that the Company shall have no obligation to take any action described in this Section 8 or to indemnify the Executive for any failure to take any such action. (b) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any termination payments or benefits payable under Section 2 above, shall be paid to the Executive during the 6-month period following the Executive’s Separation from Service to the extent that the Company reasonably 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. To If the extent required to avoid accelerated taxation and/or tax penalties 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 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the CodeCode without resulting in a prohibited distribution, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following including as a result of the Executive’s termination of employment death), the Company shall instead be paid in pay the Executive a lump lump-sum on amount equal to the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each cumulative amount to be paid or benefit to be provided that would have otherwise been payable to the Executive pursuant during such 6-month period. (c) To the extent that any reimbursements hereunder constitute taxable compensation to this Agreement the Executive, including without limitation, any reimbursements made in accordance with Section 6 above (but excluding any reimbursements made in accordance with Sections 2 and 5 above, which reimbursements shall be construed as a separate identified payment for purposes of Section 409A provided in accordance with such Sections), such reimbursements shall be made to the Executive promptly, but in no event after December 31st of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under year following the terms of this Agreementyear in which the expense was incurred, (a) the amount of any such expenses eligible for reimbursement or in-kind benefits provided amounts reimbursed in any taxable one year shall not affect the expenses amount eligible for reimbursement or in-kind benefits provided in another taxable any subsequent year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the Executive’s right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit expenses shall not be subject to liquidation or exchange for another any other benefit.

Code Section 409A. It is the intention of the Company and the Executive intended that any amounts payable under this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy exempt from Section 409A of the Code will have no force (including the Treasury regulations and effect until amended to comply therewith other published guidance relating thereto) (which amendment may “Code Section 409A”) under the “short-term deferral” exemption and this Agreement shall be retroactive interpreted accordingly; provided, however, that to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending any amounts payable under this Agreement based on further guidance issued are determined to be subject to Section 409A, this Agreement shall be interpreted accordingly. To the extent that any amount payable under this Agreement would trigger any additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the Internal Revenue Service from time nearest extent reasonably possible) the intended benefit payable to time; provided that the Company shall not be required to assume any increased economic burdenExecutive. Notwithstanding anything contained herein in this Agreement to the contrary, to the extent required in order necessary to avoid accelerated taxation and/or tax penalties under triggering additional tax, penalty or interest imposed by Code Section 409A of the Code409A, the Executive no event or condition shall not be considered to have terminated employment with the Company constitute a Change in Control for purposes of this Agreement unless it also constitutes a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5) and no payments shall be due to him under this Agreement that are payable upon his the termination of the Executive’s employment until he would shall not be considered deemed to have incurred occurred unless and until a “separation from service” (as that term is used in Code Section 409A) occurs. To the extent necessary to avoid triggering additional tax, penalty or interest imposed by Code Section 409A, if the Executive is deemed on the date of a separation from the Company service to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment that is determined to constitute nonqualified deferred compensation within the meaning of Code Section 409A and is paid as a result of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination separation from service, such payment shall not be made or provided prior to the date which is the earlier of employment (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to the preceding sentence shall instead be paid to the Executive in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathsum, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to and any remaining payments and benefits due under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement paid or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect accordance with the expenses eligible normal payment dates specified for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitthem herein.

Code Section 409A. It is the intention of the Company and (a) To extent that the Executive that this Agreement will not result in unfavorable tax consequences would otherwise be entitled to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him payment or benefit under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company constitutes deferred compensation within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Internal Revenue Code of 1986, as amended (“Section 409A of the Code, amounts 409A”) and that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement if paid during the six-month period immediately following six months beginning on the date of Executive’s termination of employment shall instead would be subject to additional taxes and penalties under Section 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of KCS, the payment will be paid in a lump sum to the Executive on the first day earliest of the seventh six-month following his anniversary of the termination of employment employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or upon his the Executive’s death, if earlier). In addition, for purposes of this Agreement, each amount to be paid any payment or benefit to be provided to the Executive pursuant to this Agreement shall be construed as due upon a separate identified payment for purposes termination of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent employment that the right to reimbursement does not provide for represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal calendar year following the fiscal calendar year in which the Executive remits the related taxesincurred such expenses, and (c) the in no event shall any right to reimbursement or the provision of any in-kind benefit shall not be subject to liquidation or exchange for another benefit. 8. Appendix A to the Agreement is hereby deleted and replaced with the new Appendix A attached hereto. Except as otherwise expressly set forth in this Addendum, including Appendix A, the Agreement shall remain unchanged and in full force and effect in accordance with its terms. The Parties acknowledge and agree that effective upon the date of the execution of this Addendum, all rights and obligations of KCS as an employer under the Agreement are fully assigned to the Company and the Company accepts and agrees to assume all such rights and obligations and Executive consents to such assignment; provided, however, any obligations and rights of KCS under the Agreement with respect to plans sponsored by KCS and referenced in the Agreement shall remain obligations and rights of KCS.

Code Section 409A. It is The Parties intend that the intention of the Company and the Executive that benefits provided in this Agreement will not result in unfavorable tax consequences to qualify for the Executive exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under Txxxx. Reg. Section 1.409A-1(b)(9)(iii). To the extent applicableCode Section 409A is applicable to this Agreement and the benefits provided hereunder, it is intended the Company intends that this Agreement comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A 409A. Without limiting the generality of the Code. This Agreement shall be administered foregoing and interpreted in a manner consistent with this intent, and notwithstanding any other provision that would cause of this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, (i) with respect to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement any payments and no payments shall be due to him benefits under this Agreement that are payable upon his to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment until he would be considered are intended to have incurred a mean Executive’s “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i), and (ii) 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, including, without limitation, under Sections 4(c) and (d), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of the Code. To Executive’s separation from service, then to the extent required necessary to avoid accelerated taxation and/or subjecting Executive to the imposition of any additional tax penalties under Code Section 409A of the Code409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to under this Agreement during the six-month period immediately following the Executive’s termination of employment “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the earlier of the seventh month date that is six months following his termination Executive’s separation from service. Notwithstanding the foregoing, no provision of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be interpreted or construed as a separate identified payment to transfer any liability for purposes of failure to comply with Section 409A of the Code. With respect to expenses eligible for reimbursement from Executive or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, other individual to the extent that the right to reimbursement does not provide for a “deferral Company or any of compensation” within the meaning of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitits Affiliates.

Code Section 409A. It is the intention of the Company and the Executive that Notwithstanding anything in this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, the following provisions shall apply to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement all benefits and no payments shall be due to him provided under this Agreement that are payable upon his termination by Bank to Employee: (a) The payment (or commencement of employment until he would be considered to have incurred a “separation from service” from the Company series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code. To ) upon a termination of employment shall be delayed until such time as Employee has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the extent required date of Employee’s termination of employment hereunder) shall be paid (or commence to avoid accelerated taxation and/or tax penalties be paid) to Employee as set forth in this Agreement as if Employee had undergone such termination of employment (under the same circumstances) on the date of Employee’s ultimate Separation from Service. (b) If Employee is a specified employee (as determined by Bank in accordance with Section 409A of the CodeCode and Treasury Regulations § 1.409A-3(i)(2)) as of Employee’s Separation from Service with Bank, amounts that would otherwise be payable and benefits that would otherwise be if any payment, benefit, or entitlement provided pursuant to for in this Agreement during the sixor otherwise both (i) constitutes non-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment qualified deferred compensation (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; ) and (ii) cannot be paid or provided thatin a manner otherwise provided herein without subjecting Employee to additional tax or interest (or both) under Section 409A of the Code, with respect then any such payment, benefit, or entitlement that is payable during the first six months following the Separation from Service shall be paid or provided to any reimbursements for any taxes Employee in a lump sum cash payment to be made on the earlier of (x) Employee’s death and (y) the first business day of the seventh month immediately following Employee’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement due to a Separation from Service that is exempt from Section 409A of the Code pursuant to Treasury Regulations § 1.409A-1(b)(9)(v) will be paid or provided to Employee only to the extent that expenses are not incurred or the benefits are not provided beyond the last day of Employee’s second taxable year following Employee’s taxable year in which the Executive becomes entitled under the terms of this AgreementSeparation from Service occurs, the payment of provided that Bank reimburses such reimbursements shall be made by the Company expenses no later than the end last day of the fiscal third taxable year following the fiscal Employee’s taxable year in which Employee’s Separation from Service occurs. (d) It is the Executive remits Parties’ intent that the related taxespayments, benefits, and entitlements to which Employee could become entitled in connection with Employee’s employment under this Agreement be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder, and, accordingly, this Agreement will be interpreted to be consistent with such intent. For purposes of the limitations on non-qualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation 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. (ce) While the right payments and benefits provided for hereunder are intended to reimbursement be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall Bank or in-kind benefit its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation payments provided for under this Agreement shall not be subject accelerated to liquidation or exchange for another benefitEmployee.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result (a) Anything in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A the contrary notwithstanding, if at the time of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “EMPLOYEE’S separation from service” from the Company service within the meaning of Section 409A of the Code. To IRC, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the IRC, then to the extent required any payment or benefit that the EMPLOYEE becomes entitled to avoid accelerated taxation and/or tax penalties under Section 409A this Agreement on account of the CodeEMPLOYEE’S separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the EMPLOYEE’S separation from service, or (ii) the EMPLOYEE’S death. The first installment payment shall include a catch-up payment covering amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement have been paid during the six-month period immediately following but for the Executive’s termination application of employment shall instead be paid in a lump sum on this provision, and the first day balance of the seventh installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month following his termination in which the date of employment (or upon his deathseparation from service occurs, if earlier)from such date of separation from service until the payment. In addition, for purposes To the extent that the foregoing applies to the provision of this Agreement, each amount any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid or benefit to be provided by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the Executive pursuant to this Agreement shall be construed as a separate identified payment amount of such premiums paid by the EMPLOYEE during the six-month period within ten (10) days after the conclusion of such period. (b) Solely for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided under the terms of this Agreement, (a) the amount of such and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in any one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or in-kind benefits provided in another any other taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the . Such right to reimbursement or in-kind benefit shall benefits is not be subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’S termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’S “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation § 1.409A-l(h).

Code Section 409A. It is the intention of the Company intended that any amounts payable under this Agreement and the Company's and Executive's exercise of authority or discretion hereunder shall comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive that this Agreement will not result in unfavorable tax consequences to the Executive payment of any interest or additional tax imposed under Code Section 409A of the Code. 409A. To the extent applicable, it is intended that any amount payable under this Agreement comply with would trigger the provisions of additional tax imposed by Code Section 409A of 409A, the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement modified to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burdenavoid such additional tax. Notwithstanding anything contained herein to the contraryforegoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if Executive is a “specified employee” (as defined under Section 409A) as of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes date of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company within to Executive during the meaning first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall not be paid until the earlier of (a) the expiration of the Codesix (6) month period measured from the date of Executive’s “separation from service” and (b) the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts no amount or benefit that would otherwise be is payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s upon a termination of employment or services from the Company shall instead be paid in payable unless such termination also meets the requirements of a lump sum on the first day of the seventh month following his termination of employment (or upon his death“separation from service” under Section 409A. Each payment, if earlier). In additionincluding each installment payment, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to made under this Agreement shall be construed designated as a “separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensationpayment” within the meaning of Section 409A of 409A. As such, and to the Code; provided thatextent applicable and permissible under Section 409A, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of each such reimbursements “separate payment” shall be made by in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Company no later than the end make any gross-up payment hereunder as a result of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement imposition of any interest or in-kind benefit shall not be subject to liquidation or exchange for another benefit.additional taxes under Code Section 409A.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result (a) Anything in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A the contrary notwithstanding, if at the time of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “EMPLOYEE’S separation from service” from the Company service within the meaning of Section 409A of the Code. To IRC, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the IRC, then to the extent required any payment or benefit that the EMPLOYEE becomes entitled to avoid accelerated taxation and/or tax penalties under Section 409A this Agreement on account of the CodeEMPLOYEE’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the EMPLOYEE’s separation from service, or (ii) the EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement have been paid during the six-month period immediately following but for the Executive’s termination application of employment shall instead be paid in a lump sum on this provision, and the first day balance of the seventh installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month following his termination in which the date of employment (or upon his deathseparation from service occurs, if earlier)from such date of separation from service until the payment. In addition, for purposes To the extent that the foregoing applies to the provision of this Agreement, each amount any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid or benefit to be provided by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the Executive pursuant to this Agreement shall be construed as a separate identified payment amount of such premiums paid by the EMPLOYEE during the six-month period within ten (10) days after the conclusion of such period. (b) Solely for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided under the terms of this Agreement, (a) the amount of such and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in any one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or in-kind benefits provided in another any other taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the . Such right to reimbursement or in-kind benefit shall benefits is not be subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’s termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation § 1.409A-l(h).

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. a. Notwithstanding anything contained herein in this Plan to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the CodeCode would otherwise be payable or distributable hereunder by reason of a Participant’s termination of employment, the Executive shall such amount or benefit will not be considered payable or distributable to have terminated employment with the Company for purposes Participant by reason of this Agreement and no payments shall be due such circumstance unless (i) the circumstances giving rise to him under this Agreement that are payable upon his such termination of employment until he would be considered to have incurred a meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition),or (ii) the payment or distribution of such amount or benefit would be exempt from the Company within the meaning application of Section 409A of the CodeCode by reason of the short-term deferral exemption or otherwise. To This provision does not prohibit the extent required vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” b. Notwithstanding anything in this Plan to avoid accelerated taxation and/or tax penalties under the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the CodeCode would otherwise be payable or distributable under this Plan by reason of a Participant’s separation from service during a period in which he is a Specified Employee (as defined below), amounts then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3U)(4)(ii) (domestic relations order), U)(4)(iii) (conflicts of interest), or U)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Participant’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Participant’s death or the first business day of the seventh month following the Participant’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the ExecutiveParticipant’s termination separation from service will be accumulated and the Participant’s right to receive payment or distribution of employment shall instead such accumulated amount will be paid in a lump sum on delayed until the earlier of the Participant’s death or the first day of the seventh month following his termination of employment (or upon his deaththe Participant’s separation from service, if earlier). In addition, for purposes of this Agreement, each whereupon the accumulated amount to will be paid or benefit to be provided distributed to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses Participant and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements normal payment or distribution schedule for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement remaining payments or in-kind benefit shall not be subject to liquidation or exchange for another benefitdistributions will resume.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for For purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his Agreement, a termination of employment until he would will be considered determined consistent with the rules relating to have incurred a “separation from service” from the Company within the meaning of as defined in Section 409A of the CodeCode and the regulations thereunder (“Section 409A”). To Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your separation from service from the Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid accelerated taxation and/or adverse tax penalties under Section 409A of treatment to you including, without limitation, the Code, amounts that additional tax for which you would otherwise be payable and benefits liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise be provided pursuant to this Agreement been paid during the six-month period immediately following the Executive’s between your termination of employment shall instead be paid in a lump sum on and the first day payment date but for the application of this provision, and the balance of the seventh month following his termination of employment installments (or upon his death, if earlier)any) will be payable in accordance with their original schedule. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the right to reimbursement does not provide for provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “deferral of compensationshort-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitTreasury Regulations.

Code Section 409A. It is (a) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the intention of Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicableshall, it is intended that this Agreement comply after consulting with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intentExecutive, and any reform such provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Code Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B), such payment or benefit shall not be required to assume any increased economic burden. Notwithstanding anything contained herein made or provided (subject to the contrary, last sentence hereof) prior to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A earlier of (i) the expiration of the Code, six (6)-month period measured from the Executive shall not be considered to have terminated employment with the Company for purposes date of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the Company within date of his death (the meaning of Section 409A “Deferral Period”). Upon the expiration of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the CodeDeferral Period, amounts that would otherwise be payable all payments and benefits that would otherwise be provided deferred pursuant to this Agreement during Section 15 (whether they would have otherwise been payable in a single sum or in installments in the six-month period immediately following the Executive’s termination absence of employment such deferral) shall instead be paid or reimbursed to the Executive in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathsum, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to and any remaining payments and benefits due under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement paid or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect accordance with the expenses eligible normal payment dates specified for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and them herein. Notwithstanding the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each caseforegoing, to the extent that the right foregoing applies to reimbursement does not provide for a “deferral the provision of compensation” within the meaning of Section 409A of the Code; provided that, with respect any ongoing welfare benefits to any reimbursements for any taxes to which the Executive becomes entitled under that would not be required to be delayed if the terms of this Agreementpremiums therefore were paid by the Executive, the payment Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such reimbursements shall be made premiums paid by the Company no later than Executive during the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitDeferral Period promptly after its conclusion.

Code Section 409A. It is the intention (a) The intent of the Company Parties is that payments and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive benefits under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall with, or be administered and interpreted in a manner consistent with this intentexempt from, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Severance benefits under the Agreement are intended to be exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. In no force and effect until amended to comply therewith (which amendment event shall the Company be liable for any additional tax, interest or penalty that may be retroactive to the extent permitted by imposed on Executive under Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort or damages for failing to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time409A; provided that amounts are paid in accordance with the Company terms set forth herein. (b) A termination of employment shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered deemed to have terminated employment with the Company occurred for purposes of any provision of this Agreement and no payments shall be due to him under this Agreement that are payable providing for the payment of any amounts or benefits upon his or following a termination of employment until he would be considered to have incurred unless such termination is also a “separation from service” from the Company within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) If Executive is a Specified Employee, within the Code. To meaning of Section 409A, on the extent required to avoid accelerated taxation and/or tax penalties under date of her “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), any amounts payable on account of such separation from service that constitute “deferred compensation” within the meaning of Section 409A shall be paid on the date that is six (6) months following such separation from service, or the date of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided but only to the Executive pursuant extent necessary to avoid the imposition of additional taxes under Section 409A. (d) To the extent that reimbursements or other in-kind benefits under this Agreement shall be construed as a separate identified payment constitute “nonqualified deferred compensation” for purposes of Section 409A 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the Code. With respect taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any such right to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreementshall not be subject to liquidation or exchange for another benefit, and (aiii) the amount of no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall not in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits provided to be provided, in another any other taxable year. (e) For purposes of Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (bf) Notwithstanding any reimbursements of such expenses and the other provision of any in-kind benefits shall be made no later than this Agreement to the end of the fiscal year following the fiscal year in which the related expenses were incurred, exceptcontrary, in each case, to the extent no event shall any payment under this Agreement that the right to reimbursement does not provide for a constitutes “deferral of nonqualified deferred compensation” within the meaning for purposes of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.offset by any other amount unless otherwise permitted by Section 409A.

Code Section 409A. It is the intention of the Company intended that any amounts payable under this Agreement and the Company's and Executive's exercise of authority or discretion hereunder shall comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive that this Agreement will not result in unfavorable tax consequences to the Executive payment of any interest or additional tax imposed under Code Section 409A of the Code. 409A. To the extent applicable, it is intended that any amount payable under this Agreement comply with would trigger the provisions of additional tax imposed by Code Section 409A of 409A, the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement modified to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burdenavoid such additional tax. Notwithstanding anything contained herein to the contraryforegoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if Executive is a “specified employee” (as defined under Section 409A) as of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes date of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company within to Executive during the meaning first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall not be paid until the earlier of (a) the expiration of the Codesix (6) month period measured from the date of Executive’s “separation from service” and (b) the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts no amount or benefit that would otherwise be is payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s upon a termination of employment or services from the Company shall instead be paid in payable unless such termination also meets the requirements of a lump sum on the first day of the seventh month following his termination of employment (or upon his death“separation from service” under Section 409A. Each payment, if earlier). In additionincluding each installment payment, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to made under this Agreement shall be construed designated as a “separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensationpayment” within the meaning of Section 409A of 409A. As such, and to the Code; provided thatextent applicable and permissible under Section 409A, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of each such reimbursements “separate payment” shall be made by in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Company no later than the end make any gross-up payment hereunder as a result of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement imposition of any interest or in-kind benefit shall not be subject to liquidation or exchange for another benefitadditional taxes under Code Section 409A. [Remainder of page intentionally left blank.]

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code)7.3.1. The Company and the Executive agree RSUs are not intended to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a constitute “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of nonqualified deferred compensation” within the meaning of Section 409A of the CodeCode (together with all related U.S. Department of Treasury guidance, “Section 409A”). However, notwithstanding any other provision of the Plan, this Agreement or the Notice to the contrary, if the Committee determines that the RSUs or any amounts payable under this Agreement may be subject to Section 409A, the Committee may adopt such amendments to the Plan, this Agreement or the Notice or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other action that the Committee determines to be necessary or appropriate to either (a) exempt the amounts payable under this Agreement from Section 409A and/or preserve the intended tax treatment of such amounts, or (b) comply with the requirements of Section 409A; provided thatprovided, however, that nothing in this Section 7 shall create any obligation on the part of the Company to adopt any such amendment or take any other action. 7.3.2. If the vesting of any RSUs is accelerated in connection with respect to any reimbursements for any taxes to which a termination of the Executive becomes entitled under Grantee’s status as a Service Provider that is a “separation from service” within the terms meaning of this Agreement, Code Section 409A and (x) the Grantee is a “specified employee” within the meaning of Code Section 409A at that time and (y) the payment of such reimbursements shall accelerated RSUs would result in the imposition of additional tax under Code Section 409A if paid to the Grantee within the 6-month period following such termination, then the accelerated RSUs will not be made by paid until the Company no later than first day after the end 6-month period ends. 7.3.3. If the Grantee’s status as a Service Provider terminates due to death or the Grantee dies after the Grantee stops being a Service Provider, the delay under Section 7.3.2 of the fiscal year following the fiscal year in which the Executive remits the related taxesthis Agreement will not apply, and the RSUs will be paid in Shares to the Grantee’s estate (cor such other person as specified in Section 4.3 herein) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitas soon as practicable. 7.3.4. Each payment under this Agreement is a separate payment under Treasury Regulations Section 1.409A-2(b)(2).

Code Section 409A. It is the intention of the Company The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. This Agreement and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement Award shall be administered administered, interpreted, and interpreted construed in a manner consistent with this intent, and Code Section 409A or an exemption therefrom. Should any provision that would cause of this Agreement or any Award hereunder be found not to fail to satisfy Section 409A comply with, or otherwise be exempt from, the provisions of the Code will have no force Section 409A, such provision shall be modified and given effect until amended (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply therewith (which amendment may be retroactive with, or to effectuate an exemption from, Code Section 409A. Without limiting the extent permitted by Section 409A of the Code). The Company foregoing and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-six- month period immediately following the ExecutiveParticipant’s termination of employment separation from service shall instead be paid in a lump sum on the first business day of after the seventh month date that is six months following his the Participant’s termination of employment date (or upon his death, if earlier). In addition, for purposes of this Agreementwith interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed compounded semi- annually, as a separate identified payment for purposes of determined under Section 409A 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on the Participant under Section 409A. In the event the Award under this Agreement is determined to be subject to Code Section 409A, any payment triggered by a Change of Control will be made only if, in connection with the Change of Control, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A- 3(i)(5). With respect In the event payment is not allowed by operation of this section, payment will be made within sixty (60) days of the earlier to expenses eligible for reimbursement occur of (A) the applicable payment date set forth in the Notice or in-kind (B) the occurrence of a permissible time or event that could trigger a payment without violating Code Section 409A. Any payments to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the terms of this Agreement, (a) the amount of such expenses eligible Company be liable for reimbursement all or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision portion of any intaxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-kind benefits shall be made no later than compliance with Section 409A. -5- Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 X. Xxxxxxx XxxxxxXxxxxxxx Xxxx, XX 00000 Name:Address: Plan: 2014 Long Term Incentive Plan ID: Effective ___________________________ (the end “Grant Date”), you have been granted an Award of a number (the fiscal year following Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the fiscal year in which the related expenses were incurred, except, in each case, “Company”). This Award entitles you to the extent that the right to reimbursement does not provide receive a cash payment for a “deferral each PSU awarded in an amount equal to the Final PSU Value (as defined below) on or before the Payment Date specified below. The number of compensation” within PSUs awarded is subject to adjustment pursuant to the meaning level of Section 409A performance as compared to the Performance Measures over the applicable Performance Period, as determined by the Committee and as set forth below. This Award is further subject to the vesting requirements set forth below. Grant Date Value of Target Award: $ ________ Grant Date Common Stock Value: $ ________ Target PSU Allocation: _______________ 1-year performance period PSUs: _______________ 2-year performance period PSUs: _______________ 3-year performance period PSUs: _______________ 1-year performance period PSUs: 12/31/_________ 2-year performance period PSUs: 12/31/_________ 3-year performance period PSUs: 12/31/_________ 1-year performance period PSUs: 03/15/_________ 2-year performance period PSUs: 03/15/_________ 3-year performance period PSUs: 03/15/_________ Final PSU Value: The value of each PSU is equal to the average closing price per share of the Code; provided that, with respect to any reimbursements Company’s common stock as reported on the New York Stock Exchange for any taxes to which the Executive becomes entitled under 20 trading days immediately preceding the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitapplicable Time Vesting Date.

Code Section 409A. It 10.1 To the extent that any payments to be made to Executive upon a termination of employment are subject to Section 409A of the Code, a termination of employment with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A of the Code and applicable regulations. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 10.2 Anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the intention earlier of (a) six months and one day after Executive’s separation from service, or (b) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. 10.3 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company and or incurred by Executive during the Executive time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 10.4 The Parties intend that this Agreement will not result be administered in unfavorable tax consequences to the Executive under accordance with Section 409A of the Code. To the extent applicable, it is intended that any provision of this Agreement comply is ambiguous as to its compliance with the provisions of Section 409A of the Code. This Agreement , the provision shall be administered and interpreted read in such a manner consistent with this intent, and any provision so that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to all payments hereunder comply with Section 409A of the Code, including, if necessary, amending . Each payment pursuant to this Agreement based on further guidance issued is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The Parties agree that this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Internal Revenue Service from time Code and all related rules and regulations in order to time; preserve the payments and benefits provided that hereunder without additional cost to either Party. This Section 10 shall apply only to the Company shall not be extent required to assume avoid Executive’s incurrence of any increased economic burden. tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. 10.5 Notwithstanding anything contained herein any provision of this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payments shall be made no earlier than at such times allowed under Section 409A of the Code, . 10.6 The Company makes no representation or warranty and shall have no liability to Executive or any other person for violations in form if any provisions relating to the Executive shall not be considered to have terminated employment with the Company for purposes form of this Agreement and no payments shall be due are determined to him under this Agreement that are payable upon his termination of employment until he would be considered constitute deferred compensation subject to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To Code but do not satisfy an exemption from, or the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Codeconditions of, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitSection.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement shall comply with the provisions of Section section 409A of the Code. This Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intentthese intentions, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by that any regulations or other guidance issued under Code Section 409A of the Code). The Company and would result in the Executive agree being subject to work together in good faith in an effort to comply with payment of additional income taxes or interest under Code Section 409A of 409A, the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contraryparties agree, to the extent required in order possible, to avoid accelerated taxation and/or tax penalties under Section 409A of amend this Agreement to maintain to the Code, maximum extent practicable the Executive shall not be considered to have terminated employment with the Company for purposes original intent of this Agreement and no while avoiding the application of such taxes or interest under Code Section 409A. All payments shall to be due to him made upon a termination of employment under this Agreement that are payable may only be made upon his termination of employment until he would be considered to have incurred a “separation from service” from as defined under Code Section 409A. Notwithstanding any provision of this Agreement to the Company within the meaning of Section 409A contrary, if, as of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A date of the CodeExecutive's separation from service, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed is a “specified employee” as a separate identified payment for purposes of defined under Code Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement409A, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable yearthen, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, except to the extent that the right to reimbursement this Agreement does not provide for a “deferral of compensation” within the meaning of Code Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements no payments shall be made by and no benefits shall be provided to the Company no later than Executive during the end period beginning on the date of the fiscal Executive's separation from service and ending on the last day of the sixth month after such date. In no event may the Executive, directly or indirectly, designate the calendar year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitof any payment under this Agreement.

Code Section 409A. (a) It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that any amounts payable under this Agreement comply with the provisions and Company’s and Executive’s exercise of Section 409A of the Code. This Agreement authority or discretion hereunder shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the CodeCode (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Executive to payment of any additional tax, includingpenalty or interest imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. (b) Notwithstanding any provision of this Agreement to the contrary, if necessaryExecutive is a “specified employee” as defined in Code Section 409A, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company Executive shall not be required entitled to assume any increased economic burdenpayments upon a termination of Executive’s employment until the earlier of (i) the date which is six (6) months after Executive’s “separation from service” (as such term is defined in Code Section 409A and regulations promulgated thereunder) with the Company for any reason other than death, or (ii) the date of Executive’s death. Notwithstanding anything contained herein Furthermore, with regard to the contraryany benefit to be provided upon a termination of employment, to the extent required in order to avoid accelerated taxation and/or tax penalties under by Code Section 409A of the Code409A, the Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefore promptly after the end of such period. Any amounts otherwise payable to Executive following a termination of Executive’s employment that are not be considered to have terminated employment with the Company for purposes so paid by reason of this Agreement and no payments Section 24(b) shall be due to him under this Agreement paid as soon as practicable after the date that are payable upon his is six (6) months after the termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his deathor, if earlier, the date of Executive’s death). In addition, for purposes The provisions of this AgreementSection 24(b) shall only apply if, each amount to be paid or benefit to be provided and to the Executive pursuant extent, required to this Agreement shall be construed as a separate identified payment for purposes of comply with Code Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.409A.

Code Section 409A. It 24.9.2.1 Notwithstanding anything else to the contrary herein, to the maximum extent permitted, this Agreement shall be interpreted to provide payments that are exempt from Code Section 409A or in compliance therewith, as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A (taking into account the amounts that are treated as exempt from the requirements of Code Section 409A by reason of the “separation pay” or “short-term deferral” exclusions), the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a lump sum upon the intention earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent that any regulations or guidance issued under Code Section 409A (after application of the previous provision of this paragraph) would result in the Executive being subject to the payment of interest or any additional tax under Code Section 409A, the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicableagree, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Code Section 409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by Section 409A of the Code). The Company and the Executive; provided however, that the Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume substitute a cash payment for any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A non-cash benefit herein. 24.9.2.2 A termination of the Code, the Executive employment shall not be considered deemed to have terminated employment with the Company occurred for purposes of any provision of this Agreement and no payments shall be due to him under this Agreement providing for the payment of any amounts or benefits that are payable considered nonqualified deferred compensation under Code Section 409A (taking into account the amounts that are treated as exempt from the requirements of Code Section 409A by reason of the “separation pay” or “short-term deferral” exclusions) upon his or following a termination of employment until he would be considered to have incurred employment, unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A of (but only if the Code. To the extent required payment thereof prior to avoid accelerated taxation and/or tax penalties under a “separation from service” would violate Code Section 409A or any exclusion from the requirements of the CodeCode Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to as applicable). For purposes of any such provision of this Agreement during relating to any such payments or benefits, references to the six-month period immediately following “Date of Termination” shall mean the date the “separation from service” occurs and references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 24.9.2.3 For purposes of Code Section 409A, the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount right to be paid or benefit to be provided to the Executive receive any installment payments pursuant to this Agreement shall be construed treated as a right to receive a series of separate identified and distinct payments. Whenever a payment for purposes under this Agreement specifies a payment period with reference to a number of Section 409A days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Code. Company, as the case may be, and if a payment is subject to receipt of the Release required in Section 18 that has not been revoked and the payment date could fall in two (2) calendar years, the payment shall be made in the second (2nd) calendar year. 24.9.2.4 With respect to expenses eligible for reimbursement or any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses, in-kind benefits or other reimbursements provided under herein shall be payable in accordance with the terms Company’s policies in effect from time to time, but in any event the reimbursement of this Agreement, (a) eligible expenses shall be made on or prior to the amount last day of the taxable year following the calendar year in which such expenses were incurred by the Executive; (B) no reimbursement of eligible for reimbursement expenses incurred or in-kind benefits provided in any taxable calendar year shall not in any way affect the expenses eligible for reimbursement or the provision of in-kind benefits provided in another taxable any other calendar year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (cC) the right to reimbursement or in-kind benefit benefits shall not be subject to liquidation or exchange exchanged for another benefit. 24.9.2.5 If the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the first business day following 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 Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 24 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum on the first business day following the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 24.9.2.6 Neither the Company nor any of its Affiliates makes any warranties regarding the tax treatment of any amounts payable under this Agreement (including its Exhibits).

Code Section 409A. It is the intention of the Company intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive that this Agreement will not result in unfavorable tax consequences to the Executive payment of any interest or additional tax imposed under Code Section 409A of the Code. 409A. To the extent applicable, it is intended that any amount payable under this Agreement comply with would trigger the provisions of additional tax imposed by Code Section 409A of 409A, the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement modified to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burdenavoid such additional tax. Notwithstanding anything contained herein to the contraryforegoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if Executive is a “specified employee” (as defined under Section 409A) as of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes date of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company within to Executive during the meaning first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall not be paid until the earlier of (a) the expiration of the Codesix (6) month period measured from the date of Executive’s “separation from service” and (b) the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts no amount or benefit that would otherwise be is payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s upon a termination of employment or services from the Company shall instead be paid in payable unless such termination also meets the requirements of a lump sum on the first day of the seventh month following his termination of employment (or upon his death“separation from service” under Section 409A. Each payment, if earlier). In additionincluding each installment payment, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to made under this Agreement shall be construed designated as a “separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensationpayment” within the meaning of Section 409A of 409A. As such, and to the Code; provided thatextent applicable and permissible under Section 409A, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of each such reimbursements “separate payment” shall be made by in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the Company no later than provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section l.409A-l(b)(4) regarding payments made within the end of applicable 2 ½ month period and Section l.409A-l(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the fiscal year following the fiscal year in which the Executive remits the related taxesparties shall cooperate fully with one another to ensure compliance with Section 409A, and (c) the right including, without limitation, adopting amendments to reimbursement or in-kind benefit shall not be arrangements subject to liquidation or exchange for another benefit.Section 409A and operating such arrangements in compliance with Section 409A.

Code Section 409A. (a) It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that any amounts payable under this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code, including, if necessary, amending Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement based on further guidance issued would trigger the additional tax imposed by Code Section 409A, the Internal Revenue Service from time Agreement shall be modified to time; provided that avoid such additional tax yet preserve (to the Company shall not be required nearest extent reasonably possible) the intended benefit payable to assume the Executive. (b) Notwithstanding any increased economic burden. Notwithstanding anything contained herein provision of this Agreement to the contrary, to if the extent required Executive is a “specified employee” as defined in order to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Code409A, the Executive shall not be considered entitled to have terminated any payments upon a termination of his employment with until the Company for purposes earlier of this Agreement and no payments shall be due to him under this Agreement that are payable upon (i) the date which is six (6) months after his termination of employment until he would be considered to have incurred a “separation from service” from for any reason other than death, or (ii) the Company within the meaning date of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death. Furthermore, if earlier). In addition, for purposes of this Agreement, each amount with regard to be paid or any benefit to be provided to the Executive pursuant to this Agreement shall be construed as upon a separate identified payment for purposes termination of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each caseemployment, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of required by Code Section 409A of the Code; provided that409A, with respect to any reimbursements for any taxes to which the Executive becomes entitled under shall pay the terms of this Agreement, premium for such benefit during the payment of such reimbursements shall aforesaid period and be made reimbursed by the Company no later than Corporation therefor promptly after the end of the fiscal year following the fiscal year in which such period. Any amounts otherwise payable to the Executive remits following a termination of his employment that are not so paid by reason of this Section 23(b) shall be paid as soon as practicable after the related taxesdate that is six (6) months after the termination of the Executive’s employment (or, if earlier, the date of the Executive’s death). The provisions of this Section 23(b) shall only apply if, and (c) to the right extent, required to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.comply with Code Section 409A.

Code Section 409A. It (i) If any provision of this Agreement contravenes Code Section 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest or penalties under Code Section 409A, I agree that the Company may, in its sole discretion and without my consent, modify the Agreement to: (i) comply with, or avoid being subject to, Code Section 409A and avoid the imposition of taxes, interest and penalties under Code Section 409A, and (ii) maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Code Section 409A. I understand that this Section 10 (a)(i) is not intended to create an obligation on the intention part of the Company to modify this Agreement and does not guarantee that the Executive that this amounts or benefits owed under the Agreement will not result in unfavorable tax consequences be subject to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered interest and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company 409A. (ii) I hereby agree and understand that I am a "specified employee" for purposes of this Agreement and no payments shall be due to him Code Section 409A as of the Effective Date and, as a result, any payment or benefit under this Agreement (including any provision of continued benefits) that are payable upon his termination provides for the deferral of employment until he would be considered to have incurred a “separation from service” from the Company compensation within the meaning of Code Section 409A will not be paid or commence to be paid on any date prior to the commencement of the CodeAdditional Continuation Period. To I further agree and understand that in order to comply with the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A deferral and timing of payment rules, this Agreement will terminate and be of no further force or effect if I do not sign this Agreement prior to November 1, 2008. (iii) Except as expressly provided otherwise in this Agreement, no reimbursement payable pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to Company covered by this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead may be paid in a lump sum on later than the first last day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal calendar year following the fiscal calendar year in which the related expenses were expense was incurred, and no such reimbursement during any calendar year may affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “"deferral of compensation” " within the meaning of Code Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.409A.

Code Section 409A. It is the intention of Although the Company and the Executive that this Agreement will does not result in unfavorable tax consequences guarantee to the Executive under Section 409A of any particular tax treatment relating to the Code. To payments made or benefits provided to the extent applicableExecutive in connection with the Executive’s employment with the Company, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. This ”), and all regulations, guidance and other interpretive authority issued thereunder (“Code Section 409A”), or be exempt therefrom, and this Agreement shall be administered construed and interpreted applied in a manner consistent with this intent. However, and notwithstanding anything herein to the contrary, in no event whatsoever shall the Company or any of its affiliates be liable for any tax, additional tax, interest or penalty that may be imposed on the Executive pursuant to Code Section 409A or for any damages for failing to comply with Code Section 409A. The Executive’s termination from employment must constitute a “separation from service” under Code Section 409A for purposes of any provision that would cause of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment; provided, further, that in the event the period during which the Executive is entitled to fail to satisfy Section 409A consider (and revoke, if applicable) this Agreement spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will in no case be made until the later of (a) the end of the Code will have no force revocation period (assuming the Executive does not revoke this Agreement prior to the end of such period) and effect until amended to comply therewith (which amendment may be retroactive b) the first business day of the second calendar year (regardless of whether the Executive has used the full time period allowed for consideration of this Agreement), as and to the extent permitted by required for purposes of Code Section 409A of 409A; and provided, further, that the Code). The Company shall have the right to offset against such severance pay any then-existing documented and bona fide monetary debts the Executive agree owes to work together the Company or any of its subsidiaries, but only to the extent permissible under Code Section 409A. Notwithstanding anything to the contrary in good faith in an effort this Agreement, if the Executive is deemed on the date of termination to comply with be a “specified employee” within the meaning under Section 409A 409A(a)(2)(B) of the Code, includingthen with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” of the Executive, if necessaryand (ii) the date of the Executive’s death, amending 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 2.3 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement based on further guidance issued by will be paid or provided in accordance with the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burdennormal payment dates specified for them herein. Notwithstanding anything contained any other provision herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A that the reimbursement of any expenses or the Code, the Executive shall not be considered to have terminated employment with the Company for purposes provision of this Agreement and no payments shall be due to him any in-kind benefits under this Agreement that are payable upon his termination is subject to Code Section 409A, (i) reimbursement of employment until he would any such expense shall be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A made by no later than December 31 of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period calendar year immediately following the Executive’s termination of employment shall instead be paid calendar year in a lump sum on the first day of the seventh month following his termination of employment which such expense is incurred; (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount ii) any right to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreementshall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, (a) the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall not in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits provided to be provided, in another any other taxable year, (b) any reimbursements of such expenses . Each and the provision of any in-kind benefits every payment under this Agreement shall be made no later than treated as a right to receive a series of separate payments under this Agreement shall be treated as a right to receive a series of separate payments under the end Treasury Regulation Section 1.409A-2(b)(2)(iii). Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitCompany.

Code Section 409A. It is The parties intend that the intention of benefits provided in this Agreement qualify for the Company exceptions from coverage under Code Section 409A (and the Executive that this Agreement will not result in unfavorable tax consequences to regulations or other applicable guidance), such as the Executive exception for “short-term deferrals” under Treas. Reg. Section 409A of 1.409A-1(b)(4) and the Codeexception for “involuntary” separation pay plans under Treas. Reg. Section 1.409A-1(b)(9)(iii). To the extent applicableCode Section 409A is applicable to this Agreement and the benefits provided hereunder, it is intended the Company intends that this Agreement comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A 409A. Without limiting the generality of the Code. This Agreement shall be administered foregoing and interpreted in a manner consistent with this intent, and notwithstanding any other provision that would cause of this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, (a) with respect to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement any payments and no payments shall be due to him benefits under this Agreement that are payable upon his to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Employee’s employment until he would be considered are intended to have incurred a mean Employee’s “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i), and (b) 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, including, without limitation, under Sections 3.3 and 3.4, shall be treated as a right to a series of separate payments. In addition, if Employee is a “specified employee” within the meaning of Code Section 409A at the time of the Code. To Employee’s separation from service, then to the extent required necessary to avoid accelerated taxation and/or subjecting Employee to the imposition of any additional tax penalties under Code Section 409A of the Code409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to under this Agreement during the six-month period immediately following the ExecutiveEmployee’s termination of employment “separation from service” shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee in a lump sum on the first business day after the earlier of the seventh month date that is six months following his termination Employee’s separation from service. Notwithstanding the foregoing, no provision of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be interpreted or construed as a separate identified payment to transfer any liability for purposes of failure to comply with Section 409A of the Code. With respect to expenses eligible for reimbursement from Employee or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, other individual to the extent that the right to reimbursement does not provide for a “deferral Company or any of compensation” within the meaning of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitits Affiliates.

Code Section 409A. (a) It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that any amounts payable under this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code, including, if necessary, amending Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement based on further guidance issued would trigger the additional tax imposed by Code Section 409A, the Internal Revenue Service from time Agreement shall be modified to time; provided that avoid such additional tax yet preserve (to the Company shall not be required nearest extent reasonably possible) the intended benefit payable to assume the Executive. (b) Notwithstanding any increased economic burden. Notwithstanding anything contained herein provision of this Agreement to the contrary, to if the extent required Executive is a “specified employee” as defined in order to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Code409A, the Executive shall not be considered entitled to have terminated any payments upon a termination of his employment with until the Company for purposes earlier of this Agreement and no payments shall be due to him under this Agreement that are payable upon (i) the date which is six (6) months after his termination of employment until he would be considered to have incurred a “separation from service” from for any reason other than death, or (ii) the Company within the meaning date of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death. Furthermore, if earlier). In addition, for purposes of this Agreement, each amount with regard to be paid or any benefit to be provided to the Executive pursuant to this Agreement shall be construed as upon a separate identified payment for purposes termination of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each caseemployment, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of required by Code Section 409A of the Code; provided that409A, with respect to any reimbursements for any taxes to which the Executive becomes entitled under shall pay the terms of this Agreement, premium for such benefit during the payment of such reimbursements shall aforesaid period and be made reimbursed by the Company no later than Corporation therefor promptly after the end of the fiscal year following the fiscal year in which such period. Any amounts otherwise payable to the Executive remits following a termination of his employment that are not so paid by reason of this Section 25(b) shall be paid as soon as practicable after the related taxesdate that is six (6) months after the termination of the Executive’s employment (or, if earlier, the date of the Executive’s death). The provisions of this Section 25(b) shall only apply if, and (c) to the right extent, required to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.comply with Code Section 409A.

Code Section 409A. It Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits payable upon separation that is payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation (together, the intention of the Company “Deferred Payments”) under Internal Revenue Code Section 409A and the final regulations and official guidance thereunder (“Section 409A”) will be payable until Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred has a “separation from service” from the Company within the meaning of Section 409A of 409A. Notwithstanding anything to the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid contrary in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the if Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for is a “deferral of compensationspecified employee” within the meaning of Section 409A at the time of Executive’s termination of employment, then, if required, the Deferred Payments, which are otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue, without interest, to the extent required to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A, during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment or the date of Executive’s death, if earlier. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Code; provided that, with respect to any reimbursements for any taxes to which Treasury Regulations. Any severance payment that satisfies the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end requirements of the fiscal year following “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit Treasury Regulations shall not be subject constitute Deferred Payments for purposes herein. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to liquidation or exchange Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for another benefitpurposes herein.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences (a) Notwithstanding anything to the Executive under Section 409A of the Code. To the extent applicablecontrary in this Agreement, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement no Deferred Payments (as defined below) shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will payable until you have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Internal Revenue Code of 1986, as amended (the “Code; provided that”) and the final regulations and official guidance thereunder (together, with respect “Section 409A”). Similarly, no severance payable to any reimbursements for any taxes you, if any, pursuant to which this Agreement that would otherwise be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until you have a “separation from service” within the Executive becomes entitled meaning of Section 409A. (b) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the terms case of this Agreementinstallments, will not commence until, the payment of 60th day following your separation from service, or, if later, such reimbursements time as required by Section 14(c). Any installment payments that would have been made to Executive during the 60 day period immediately following your separation from service but for the preceding sentence will be paid to you on the 60th day following the your separation from service and the remaining payments shall be made by as provided in this Agreement. (c) Further, if you are a “specified employee” within the Company no meaning of Section 409A at the time of your separation from service (other than due to death), and the severance payments and benefits payable to you, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first 6 months following your separation from service will become payable on the first payroll date that occurs on or after the date 6 months and 1 day following the date of your separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if you die following your separation from service but prior to the 6 month anniversary of your separation from service (or any later than delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the end date of your death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the fiscal Treasury Regulations. (d) Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this section (d), “Section 409A Limit” will mean the lesser of 2 times: (i) your annualized compensation based upon the annual rate of pay paid to you during the taxable year following preceding the fiscal taxable year of your separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefityour employment is terminated.

Code Section 409A. It is the intention of the Company intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive that this Agreement will not result in unfavorable tax consequences to the Executive payment of any interest or additional tax imposed under Code Section 409A of the Code. 409A. To the extent applicable, it is intended that any amount payable under this Agreement comply with would trigger the provisions of additional tax imposed by Code Section 409A of 409A, the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement modified to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burdenavoid such additional tax. Notwithstanding anything contained herein to the contraryforegoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Section 409A”), if Executive is a “specified employee” (as defined under Section 409A) as of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes date of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a her “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company within to Executive during the meaning first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall not be paid until the earlier of (a) the expiration of the Codesix (6) month period measured from the date of Executive’s “separation from service” and (b) the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts no amount or benefit that would otherwise be is payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s upon a termination of employment or services from the Company shall instead be paid in payable unless such termination also meets the requirements of a lump sum on the first day of the seventh month following his termination of employment (or upon his death“separation from service” under Section 409A. Each payment, if earlier). In additionincluding each installment payment, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to made under this Agreement shall be construed designated as a “separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensationpayment” within the meaning of Section 409A of 409A. As such, and to the Code; provided thatextent applicable and permissible under Section 409A, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of each such reimbursements “separate payment” shall be made by in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the Company no later than provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section l.409A-l(b)(4) regarding payments made within the end of applicable 2 ½ month period and Section l.409A-l(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the fiscal year following the fiscal year in which the Executive remits the related taxesparties shall cooperate fully with one another to ensure compliance with Section 409A, and (c) the right including, without limitation, adopting amendments to reimbursement or in-kind benefit shall not be arrangements subject to liquidation or exchange for another benefit.Section 409A and operating such arrangements in compliance with Section 409A.

Code Section 409A. It This Agreement is intended to be interpreted and operated to the intention of fullest extent possible so that the Company payments and the Executive that benefits under this Agreement will not result in unfavorable tax consequences to either shall be exempt from the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions requirements of Section 409A of the Code. This Agreement Internal Revenue Code of 1986, as amended (“Code Section 409A”) or shall be administered and interpreted in a manner consistent comply with this intent, and any provision that would cause the requirements of Code Section 409A. All options granted pursuant to the terms of this Agreement are intended to fail to satisfy be exempt from Section 409A pursuant to Treasury Regulation §1.409A-1(b)(4) or §1.409A-1(b)(5). Payments payable under this Agreement triggered by a termination of the employment that are deferred compensation subject to (but not otherwise exempt from) Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume made unless such termination of employment constitutes a separation from service within the meaning of Code Section 409A. Notwithstanding any increased economic burden. Notwithstanding anything contained herein other provision in this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, if the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred is a “specified employee” on the date of his separation from service” from the Company service within the meaning of Code Section 409A of the Code. To the extent required and Treasury Regulation §1.409A-1(h), payments and benefits payable under this Agreement due to avoid accelerated taxation and/or tax penalties under a separation from service that are deferred compensation subject to (but not otherwise exempt from) Code Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be paid or provided pursuant to this Agreement during the six-month period immediately following commencing on the Executive’s termination of employment shall instead separation from service, will be paid in a lump sum on deferred until the first day of the seventh month following his termination the separation from service if such deferral is necessary to avoid the additional tax under Code Section 409A. In the case of employment (or upon his deatha series of payments, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the first payment shall include the amounts the Executive pursuant would have been entitled to receive during the six-month waiting period. Each payment made under this Agreement shall be construed designated as a “separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensationpayment” within the meaning of code Section 409A of 409A. If the Code; provided thatExecutive’s taxable year is other than the calendar year, with respect then, to any reimbursements for any taxes to which the Executive becomes entitled under extent required by Section 409A, the terms of term “calendar year” (when used in this Agreement, ) shall instead mean the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitExecutive’s taxable year.

Code Section 409A. (a) It is the intention of the Company and the Executive parties that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A this Agreement shall comply, to the maximum extent possible, with the requirements of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement short-term deferral exception to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to Treasury Regulations Section 1.409A-1(b)(4) and the extent permitted by Section 409A requirements of the Codeinvoluntary separation pay plan exception of Treasury Regulations Section 1.409A-1(b)(9). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contraryAccordingly, 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 and the Treasury Regulations applicable to such exceptions, 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 those exceptions. (b) However, to the extent this Agreement should be deemed to create a deferred compensation arrangement subject to the requirements of Code Section 409A, then the following provisions shall apply, notwithstanding anything to the contrary set forth herein: - No shares of Class A Common Stock 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 Participant’s Separation from Service and otherwise subject to the timing rules set forth in Paragraph 7(a)(iv), but instead measured from the date of such Separation from Service rather than termination of Service, unless a delayed commencement date is otherwise required pursuant to the following paragraph. - No shares of Class A Common Stock or other amounts which become issuable or distributable under this Agreement by reason of Participant’s Separation from 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 such 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 determined by the 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 accelerated taxation and/or tax penalties a prohibited distribution under Code Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments 409A(a)(2). The deferred shares or other distributable amount shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid issued or distributed in a lump sum on the first day of the seventh (7th) month following his termination the date of employment (or upon his deathParticipant’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 a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation under Code Section 409A (“Qualifying Change in Control”). In additionthe absence of such a Qualifying Change in Control, for purposes the distribution of those amounts shall be made upon the date set forth in Paragraph 7(a)(i) with respect to the first _____________ (___) of the Performance Shares and, with respect to subsequent installments, upon the earlier of (i) the date of Participant’s Separation from Service (payable within seventy (70) days thereafter) or (ii) the date on which each Share installment to which those amounts relate would have been issued in accordance with the provisions of Paragraph 7(a)(ii) of this Agreement, each amount as applicable, subject, however, to be paid or benefit to be provided any delayed commencement date otherwise required pursuant to the Executive preceding paragraph. - In no event shall Participant have the right to determine the calendar year in which any such issuance or distribution is to occur. - Participant’s right to a series of Share installments pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount Award or a series of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision installment distributions of any in-kind benefits other amounts to which Participant may become entitled hereunder shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, except, in each case, to the extent that the instance be treated as a right to reimbursement does not provide for a “deferral series of compensation” within the meaning of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefitseparate payments.

Code Section 409A. It is the intention of the Company and the Executive that this (a) This Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with to meet the provisions requirements of Section 409A of the Code. This Agreement shall Code and the regulations and Treasury guidance promulgated thereunder (“Section 409A”) with respect to amounts subject thereto and will be administered interpreted and interpreted in a manner construed consistent with this that intent, and . To the extent that any provision that would cause in this Agreement is ambiguous as to fail to satisfy its compliance with Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive 409A, or to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together any provision in good faith in an effort this Agreement must be modified to comply with Section 409A 409A, such provision shall be read in such a manner so that no payment due to Executive shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the . The Company shall not be required to assume liable for any increased economic burden. determination made in good faith, that a payment of compensation is exempt from or compliant with Section 409A. (b) Notwithstanding anything contained herein in this Agreement to the contrary: (i) if, to at the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A time of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of Executive’s employment until he would hereunder, Executive is deemed to be considered to have incurred a “separation from servicespecified employee” from of the Company within the meaning of Section 409A of the Code. To 409A, then (x) only to the extent required necessary to avoid accelerated taxation and/or tax penalties comply with the requirements of Section 409A, any payments to which Executive is entitled under this Agreement in connection with such termination that are subject to Section 409A of the Code, amounts that would (and not otherwise exempt from its application) will be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on withheld until the first business day of the seventh month following his the date of such termination (the “Delayed Payment Date”), (y) on the Delayed Payment Date, Executive will receive a lump sum payment in an amount equal to the aggregate amount of such payments that otherwise would have been made to Executive prior to the Delayed Payment Date and (z) following the Delayed Payment Date, Executive will receive the payments otherwise due to Executive in accordance with the payment terms and schedule set forth herein; (ii) with respect to a payment of “deferred compensation” (as defined in Section 409A) triggered by a termination of employment, a termination of employment will be deemed not to have occurred until such time as Executive incurs a “separation from service” with the Company in accordance with Section 409A; (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment iii) for purposes of Section 409A 409A, each payment in a series of the Code. With respect to expenses eligible for reimbursement or in-kind benefits installment payments provided under the terms this Agreement will be treated as a separate payment; (iv) any reimbursement for tax due under this Agreement, such as pursuant to a provision providing for a tax gross-up (including any reimbursement due under Section 11 of this Agreement), (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made by the Company as required but in no event later than the end of the fiscal year following the fiscal year in which the related underlying tax payment was made; and (v) no expenses were incurredeligible for reimbursement, exceptor in-kind benefits provided, to Executive under this Agreement during any calendar year will affect the amounts eligible for reimbursement in each caseany other calendar year, to the extent that subject to the right to reimbursement does not provide for a “deferral of compensation” within the meaning requirements of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes409A, and (c) the no such right to reimbursement or in-kind benefit shall not benefits will be subject to liquidation or exchange for another any other benefit.

Code Section 409A. It is the intention For purposes of the Company and the Executive that this Agreement Agreement, a termination of employment will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply be determined consistent with the provisions of Section 409A of the Code. This Agreement shall be administered and interpreted rules relating to a “separation from service” as defined in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with regulations thereunder (“Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden409A”). Notwithstanding anything contained herein to the contraryelse provided herein, to the extent any payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, and Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Employee’s separation from service from the Company or (ii) the date of Employee’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required in order to avoid accelerated taxation and/or adverse tax penalties treatment to Employee including, without limitation, the additional tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of this Agreement, (a) the amount of any such expenses eligible for reimbursement reimbursement, or the provision of any in-kind benefits provided benefit, in any taxable one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or in-kind benefits provided other aggregate limitation applicable to medical expenses), in another taxable yearno event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, (b) and in no event shall any reimbursements of such expenses and right to reimbursement or the provision of any in-kind benefits shall be made no later than the end of the fiscal year following the fiscal year in which the related expenses were incurred, 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 of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.