Common use of Compliance with Code Section 409A Clause in Contracts

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. To (a) Notwithstanding any provision of this Agreement to the extent applicablecontrary, Executive’s employment will be deemed to have terminated on the parties hereto intend date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement shall will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. The This Agreement shall at all times be interpreted and construed on a basis consistent with this intent. The parties will negotiate in a manner good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (including compliance with c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any applicable exemptions from Section 409Asuccessor provision). Further, each payment in the event that the Agreement shall a series of payments will be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made a separate payment. (d) Notwithstanding anything in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the this Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’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 during the six-month period immediately following Executive’s separation from service will be accumulated through and paid Executive’s right to receive payment or provided on distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service (orservice, if whereupon the accumulated amount will be paid or distributed to Executive dies during such period, within 30 days after Executive’s death) (in either case, and the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at resume. This Section 14(d) should not be construed to prevent the end application of the Required Delay PeriodTreas. Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof). (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. To Any payment under this Section 9 shall be subject to the extent applicable, provisions of this Section 9(e) (except for a payment pursuant to death under Section 9(b)). If Executive is a “Specified Employee” of the parties hereto intend that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Company for purposes of Code Section 409A at the time of a payment event set forth in Sections 8(b), (including compliance with any applicable exemptions d) or (f) and if no exception from Code Section 409A). Further, 409A applies in the event that the Agreement shall be deemed not to comply with Section 409Awhole or in part, then neither the Company, the Board, nor its severance or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable payments pursuant to this Section 4(b9 (or the portion of such payments with respect to which no exemption from Code Section 409A applies) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, Executive by the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the date of the Executive’s separation Separation from service Service (orthe “409A Payment Date”), if Executive dies during such period, within 30 days after should this Section 9(e) result in a delay of payments to Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule Company shall begin to make such payments as described in this Section 9, provided that any amounts that would have been payable earlier but for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term application of this Agreement (orSection 9, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the rate of interest announced by the Company’s primary bank from time to time as soon as administratively practicable, but its prime rate from the date that payments to you should have been made under this Agreement. The balance of such severance payments shall be payable in no event accordance with regular payroll timing in effect on the date of Executive’s Separation from Service and the COBRA premiums shall any such reimbursement be paid after monthly. For purposes of this provision, the last day of term Specified Employee shall have the Executive's taxable year following meaning set forth in Code Section 409A(a)(2)(B)(i), or any successor provision and the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitstreasury regulations and rulings issued hereunder.

Compliance with Code Section 409A. To This Agreement is intended, and shall be construed and interpreted, to comply with or be exempt from Section 409A of the Internal Revenue Code (‘‘Section 409A’’) and, if necessary, any provision shall be held null and void to the extent applicable, the parties hereto intend that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner such provision (or part thereof) fails to comply with Section 409A (including compliance with any applicable exemptions from or the Treasury Regulations thereunder. For purposes of Section 409A). Further, in the event that the each payment of compensation under this Agreement shall be deemed not to comply with treated as a separate payment of compensation. Any amounts payable solely on account of an involuntary termination shall be excludable from the requirements of Section 409A, then neither the Company, the Board, nor its either as separation pay or their designees or agents shall be liable as short-term deferrals to the Executive or any other person for actions, decisions or determinations made maximum possible extent. Notwithstanding anything in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the this Agreement to the contrary: , any reimbursements or in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirements that (a) Any cash incentive compensation due under any reimbursement is for expenses incurred during the period of time specified in this Agreement Agreement, (including but b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year of Employee may not limited affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any incentive compensation payable pursuant to Section 4(bother taxable year of Employee, (c) herein), shall the reimbursement of an eligible expense will be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the ExecutiveEmployee's taxable year following the taxable year in which the expense was is incurred. No , and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for other benefits.another benefit. Nothing contained herein shall be constructed as the guarantee of any particular tax treatment to Employee, and the Company shall have no liability with respect to my failure to comply with the requirements of Section 409A. The parties acknowledge that Employee is retiring at the request of the Company and that the retirement will be treated as an involuntary termination for purposes of Section 409A.

Compliance with Code Section 409A. To the extent applicable, the parties hereto The Parties intend that this Agreement shall and the payments made hereunder will be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”), and this Agreement will be interpreted and applied to the greatest extent possible in a manner that is consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement that constitute "deferred compensation" within the meaning of Section 409A will not commence in connection with Employee's termination of employment unless and until Employee has also incurred a "separation from service" (as such term is defined in Treasury Regulation Section 1.409A-1(h)), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. The Parties intend that each installment of any separation benefits provided for in this Agreement shall at all times be interpreted and construed is a separate "payment" for purposes of Section 409A. For the avoidance of doubt, the Parties intend that the separation benefits provided in a manner Section 8(a) (the "Separation Benefits") herein satisfy, to comply with the greatest extent possible, the exemptions from the application of Section 409A (including compliance with any applicable exemptions from Section 409Aprovided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). FurtherHowever, in if the event Company determines that the Agreement shall be deemed not to comply with Separation Benefits constitute "deferred compensation" under Section 409A and Employee is, as of the separation from service, a "specified employee" of the Company or any successor entity thereto, as such term is defined in Section 409A, then neither then, solely to the Companyextent necessary to avoid the incurrence of the adverse personal tax consequences to Employee under Section 409A, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect timing of the foregoing, payment of the following provisions shall apply notwithstanding any other provision in Separation Benefits will be delayed until the Agreement earlier to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of occur of: (i) March 15th of the year following the end of the Executivedate that is six months and one day after Employee's first taxable year in which the amount is no longer subject to a substantial risk of forfeitureseparation from service, or (ii) March 15th the date of Employee's death (such applicable date, the "Specified Employee Initial Payment Date"), and the Company (or the successor entity thereto, as applicable) will (A) pay to Employee a lump sum amount equal to the sum of the year following Separation Benefits that Employee would otherwise have received through the end Specified Employee Initial Payment Date if the commencement of the Company's first taxable year in which payment of the amount is no longer subject Separation Benefits had not been so delayed pursuant to a substantial risk this Section 10, and (B) commence paying the balance of forfeiture, or otherwise the Separation Benefits in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effectschedules set forth in this Agreement. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with If any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its amounts or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due benefits payable under this Agreement (including but not limited to any incentive on account of Employee’s termination of employment constitute deferred compensation payable pursuant subject to Section 4(b) herein)409A of the Code, no payments or benefits shall be made no later than paid or provided until Employee incurs a separation from service within the later meaning of (iTreas. Reg. § 1.409A-1(h) March 15th of from the year following the end of the Executive's first taxable year in which the amount is no longer subject to Company and any entity that would be considered a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance single employer with the requirements Company under Code Sections 414(b) or 414(c) (“Separation from Service”). If, at the time of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoingEmployee’s Separation from Service, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment Employee is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A and Treas. Reg. §1.409A-3(i)(2)), the Company will not pay or provide any “Specified Benefits” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service herein) during the six-month period (the “409A Suspension Period”) beginning immediately following Executiveafter the Employee’s separation Separation from service will Service. For purposes of this Agreement, “Specified Benefits” are any amounts or benefits that would be accumulated through and paid or provided subject to Code Section 409A penalties if the Company were to pay them, pursuant to this Agreement, on the first day account of the seventh month following ExecutiveEmployee’s separation Separation from service Service. This Agreement is intended to comply with (oror be exempt from) Code Section 409A, if Executive dies during such periodand the Company shall have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or otherwise conforms them to) the requirements of Code Section 409A. If, within 30 days after Executive’s death) (for any reason including imprecision in either casedrafting, the “Required Delay Period”)Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, the provision shall be considered ambiguous and shall be interpreted by the Company in a fashion consistent herewith, as determined in the sole and absolute discretion of the Company. The normal payment or distribution schedule for any remaining payments or distributions will resume at Company reserves the end right to unilaterally amend this Agreement without the consent of the Required Delay Period. Employee in order to accurately reflect its correct interpretation and operation, as well as to maintain an exemption from or compliance with Code Section 409A. Nevertheless, and notwithstanding any other provision of this Agreement, neither the Company nor any of its employees, directors, or their agents shall have any obligation to mitigate, nor to hold the Employee harmless from, any or all taxes (dincluding any imposed under Code Section 409A) All expenses eligible for reimbursements arising under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsAgreement.

Compliance with Code Section 409A. To the extent applicableThis Agreement is intended, the parties hereto intend that this Agreement and shall comply with Section 409A. The Agreement shall at all times be interpreted construed and construed in a manner interpreted, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (including compliance the “Code”) and, if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with any applicable exemptions from Code Section 409A. For purposes of Code Section 409A). Further, in the event that the each payment of compensation under this Agreement shall be deemed not to comply with treated as a separate payment of compensation. Any amounts payable solely on account of an involuntary termination shall be excludible from the requirements of Code Section 409A, then neither the Company, the Board, nor its either as separation pay or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'as short-term deferral' exemption under deferrals to the maximum possible extent. Any reference to the Employee’s “termination” or “termination of employment” shall mean the Employee’s “separation from service” as defined in Code Section 409A from the Company and all entities with whom the Company would be treated as a single employer for purposes of Code Section 409A. Notwithstanding the foregoing, Nothing herein shall be construed as a guarantee of any particular tax treatment to Employee and the Company may make payments after shall have no liability to the end Employee with respect to any penalties that might be imposed on the Employee by Code Section 409A for any failure of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, this Agreement or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) otherwise. In the event that the Company (or a successor thereto) has any stock that Employee is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under described in Code Section 409A), and any amount payment or benefit that would constitute non-exempt “payable pursuant to this Agreement constitutes deferred compensation” for purposes of compensation under Code Section 409A 409A, then no such payment or benefit shall be made before the date that is payable or distributable under this Agreement by reason of Executivesix months after the Employee’s “separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service service” (as described in Code Section 409A) (or, if Executive dies during such periodearlier, within 30 days after Executivethe date of the Employee’s death) (in either case, the “Required Delay Period”). The normal Any payment or distribution schedule for any remaining payments benefit delayed by reason of the prior sentence shall be paid out or distributions will resume provided in a single lump sum at the end of such required delay period in order to catch up to the Required Delay Periodoriginal payment schedule. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. To Notwithstanding anything herein to the extent applicablecontrary, the parties hereto intend that this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code or shall comply with Section 409A. The Agreement the requirements of such provision; provided however that in no event shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall Company be liable to the Executive for or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited with respect to any incentive compensation taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Section Subsections 4(b) herein), (d)(i), (d)(iii) or (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive's “separation from service,” as such term is defined in Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made no later to the Executive earlier than the later earlier of (i) March 15th six (6) months after the Executive's Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the year first business day following the end of the six (6) month period or following the date of the Executive's first taxable year in which death, whichever is earlier, and the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th balance of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture409A Payments, or otherwise if any, shall be paid in accordance with the requirements applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or his legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following than the taxable year in which his Separation from Service occurs if such release were executed and delivered and became irrevocable at the expense was incurredlast possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. No In applying Section 409A to compensation paid pursuant to this Agreement, any right to reimbursement a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to liquidation or exchange for other benefitsCode Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable State income tax laws.”

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that this ​ (a) This Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder (including compliance with any applicable exemptions from “Code Section 409A). Further, in ”) and to the event that maximum extent permitted the Agreement shall be deemed not to comply with Section 409Alimited, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise construed and interpreted in accordance with such intent. The Employer shall have no liability to Executive if this Agreement or any amounts paid or payable hereunder are subject to Code Section 409A or the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effectadditional tax thereunder. (b) In To the event extent that the Company (reimbursements or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined other in-kind benefits under Section 409A), any amount or benefit that would this Agreement constitute non-exempt “nonqualified deferred compensation” compensation for purposes of Code Section 409A that is payable or distributable under this Agreement by reason 409A, (i) all reimbursement of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will expenses hereunder shall be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred made on or before final judgment in any proceeding contemplated by Section 8) prior to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No such expenses were incurred by Executive, (ii) any right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits to be provided, in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefitstaxable year. (c) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. ​ (d) Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified executive” 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 not exempt from Code Section 409A, such payment or benefit shall not be made or provided prior to the earliest of (i) the expiration of six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined under Code Section 409A), (B) the date of Executive’s death, or (C) the expiration of such other period as may be required to comply with regulations and/or guidance issued under Code Section 409A (the “Delay Period”). Upon expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in absence of such delay) shall be reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. ​

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that Notwithstanding anything in this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted to the contrary, if the Employee is subject to U.S. Federal income tax on any part of the payment of the RSUs and construed in a manner the Award is subject to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents RSUs shall be liable subject to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in of this Section 9. If the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount Employee is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined within the meaning of Section 409A, any payment of RSUs under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes 8 of Section 409A this Agreement above that is payable or distributable under this Agreement by reason on account of Executivethe Employee’s separation from service during the six-month period immediately following Executive’s and is scheduled to be paid within six months after such separation from service will shall accrue without interest and shall be accumulated through and paid or provided on as soon as reasonably practicable after the first day of the seventh month following Executivebeginning after the date of the Employee’s separation from service (or, if Executive dies during earlier, as soon as reasonably practicable following the Employee’s death. During such delayed distribution period, the Employee shall continue to receive cash amounts equal to dividends on Common Stock pursuant to Section 4of this Agreement, and such amounts shall be paid to the Employee as such dividends are paid. In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” within 30 days after Executive’s death) (in either casethe meaning of Treas. Reg. §1.409A-3(i)(5)(i), the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume RSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control as provided by section 6(a) of the Plan, and shall instead be paid at the end time the RSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for meaning of Section 409A, with the Company and all of its Affiliates treated as a single employer under Section 4(c)409A. This Agreement shall be construed in a manner consistent with Section 409A. For purposes of Section 409A, the payment of dividend equivalents under Section 5(c) and Section 7 herein) must be incurred by the Executive during the term 4 of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid construed as soon as administratively practicable, but in no event earnings and the time and form of payment of such dividend equivalents shall any such reimbursement be paid after treated separately from the last day time and form of payment of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsunderlying RSUs.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that (a) Notwithstanding anything in this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due , the receipt of any benefits under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), as a result of a termination of employment shall be made no later than the later of (i) March 15th subject to satisfaction of the year following condition precedent that Executive undergo a “separation from service” within the end meaning of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, Treas. Reg. § 1.409A-1(h) or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a any successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the . In addition, if Executive is determined deemed to be a “specified employee” (as defined within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any amount payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit that would constitute non-exempt “deferred compensation” for purposes shall not be made or provided prior to the earlier of Section 409A that is payable or distributable under this Agreement by reason (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service during service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the six-month period immediately following date of Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service death (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or distribution schedule for in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or distributions will resume at provided in accordance with the end normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the Required premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and Penns Xxxxx shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period. (db) All Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in-kind benefits in one taxable calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicableyear (except under any lifetime limit applicable to expenses for medical care), but in no event shall any such reimbursement expenses be paid reimbursed or in-kind benefits be provided after the last day of the Executive's taxable calendar year following the taxable calendar year in which the expense was incurred. No Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement is or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to Sections 5 and 6, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if Penns Xxxxx determines that any other benefitspayments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Code, the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1). (d) To the extent it is determined that any benefits described in Section 6(b) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.

Compliance with Code Section 409A. (a) This Agreement shall be construed, interpreted, and administered in a manner so that the benefits, payments and reimbursements under this Agreement or the plans, policies, or programs referred to in this Agreement that are nonqualified deferred compensation under Code Section 409A will satisfy the requirements of Code Section 409A and will not result in the imposition of additional tax under Code Section 409A. (b) To the extent applicablethat any benefits, the parties hereto intend that payments, and reimbursements under this Agreement shall comply with Section 409A. The or the plans, policies, or programs referred to in this Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with are nonqualified deferred compensation under Code Section 409A, then neither are paid or provided during the Companysix (6) months after the date of termination of employment, and are paid or provided by virtue of the Executive’s termination of employment, the BoardCompany shall take the following actions. If the Executive is a specified employee on the date of termination of employment, nor its or their designees or agents shall be liable and to the Executive extent not otherwise provided in this Agreement or any other person for actionsthe plans, decisions policies, or determinations made programs referred to in good faith. Without limiting the effect of the foregoingthis Agreement, the following provisions Company shall apply notwithstanding any other provision in withhold these benefits, payments, and reimbursements from the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later date of (i) March 15th termination of the year following employment through the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments sixth month after the end date of the applicable 2½-month period referenced above if termination of employment (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Mandatory Holdback Period”). The normal Company shall pay and provide these benefits, payments, and reimbursements in a single lump sum on the first business day of the seventh (7th) month after the date of termination of employment, or if earlier, no later than thirty days after the date of the Executive’s death after the date of termination of employment (the “Mandatory Delayed Payment Date”). If the Company withholds any in-kind benefit or reimbursement during the Mandatory Holdback Period, the Executive may pay the provider of the benefit or service, and receive reimbursement on the Mandatory Delayed Payment Date. (c) The Executive acknowledges that to avoid an additional tax on payments that may be payable under this Agreement and that constitute deferred compensation that is not exempt from Code Section 409A, the Executive must make a reasonable, good faith effort to collect any payment or distribution schedule for any remaining payments or distributions will resume at the end benefit to which Executive believes Executive is entitled hereunder no later than ninety (90) days of the Required Delay Periodlatest date upon which the payment could under this Agreement could have been timely paid pursuant to Code Section 409A, and if not paid or provided, take further enforcement measures within 180 days after such latest date. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term The provisions of this Agreement (orSection 17 control over any conflicting provisions of this Agreement, with respect or the plans, policies, or programs referred to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsthis Agreement.

Compliance with Code Section 409A. To It is intended that compensation paid and benefits delivered to Executive pursuant to this Agreement or otherwise shall be either paid in compliance with, or exempt from, Section 409A of the extent applicableInternal Revenue Code of 1986, as amended, and the parties hereto intend that regulations promulgated thereunder (collectively, “Section 409A”) so as not to subject Executive to payment of interest or any tax under Section 409A, and this Agreement shall comply with Section 409A. The Agreement shall at all times be construed, interpreted and construed administered accordingly. In the event this Agreement or any compensation paid or benefits delivered to Executive hereunder or otherwise is deemed to be subject to Section 409A, the Company shall adopt such conforming amendments as the Company deems necessary, in a manner its sole and absolute discretion, to comply with Section 409A (including compliance with any applicable exemptions from and avoid the imposition of taxes under Section 409A). Further409A. However, in no event whatsoever shall the event Company be liable for any additional tax, interest or penalties that the Agreement shall may be deemed not imposed on Executive by Section 409A or for any damages for failing to comply with Section 409A, then neither except to the Company, extent the Board, nor its or their designees or agents Company refuses to amend the terms of this Agreement as reasonably required to comply with 409A after written notice from Executive. Each payment to Executive made pursuant to this Agreement shall be liable to the Executive or any other person considered a separate payment and not one of a series of payments for actions, decisions or determinations made in good faith. Without limiting the effect purposes of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding If, upon Executive’s separation from service within the foregoingmeaning of Section 409A, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be then a “specified employee” (as defined under in Section 409A), any amount or benefit that would constitute non-exempt then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” for purposes of subject to Section 409A that is payable or distributable as a result of and within six (6) months following such separation from service under this Agreement by reason until the earlier of (i) ten (10) days after the Company receives written confirmation of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid death or provided on (ii) the first business day of the seventh month following Executive’s separation from service (or, if Executive dies during service. Any such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining delayed payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsmade without interest.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that Notwithstanding anything in this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: , if (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount Executive is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, specified employee as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, his separation from service and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that the Company determines would constitute non-exempt “deferred compensation” for purposes of Section 409A that is of the Internal Revenue Code of 1986 (the “Code”) would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service service, then to the extent necessary to comply with Code Section 409A: (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, and (ii) if the payment, distribution or benefit is payable or provided over time, the amount of such non-exempt deferred compensation or benefit that would otherwise be payable or provided during the six-six (6) month period immediately following Executive’s separation from service will be accumulated, and Executive’s right to receive payment or distribution of such accumulated through and paid amount or provided on benefit will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service (orand paid or provided on the earlier of such dates, if Executive dies during such periodwithout interest, within 30 days after Executive’s death) (in either case, and the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments payments, distributions or distributions benefits will resume at commence. For purposes of this Agreement, the end term “separation from service” shall be defined as provided in Code Section 409A and applicable regulations, and Executive shall be a “specified employee” during the twelve (12) month period beginning April 1 each year if Executive met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Required Delay Period. Code (dapplied in accordance with the regulations thereunder and disregarding Section 416(i)(5) All expenses eligible for reimbursements under this Agreement (including but not limited to of the Code) at any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive time during the term of this Agreement twelve (or, with respect to attorneys' fees eligible for reimbursement under Section 8 12) month period ending on the December 31 immediately preceding his separation from service. Notwithstanding anything herein, such fees must be incurred on or before final judgment the parties desire that this agreement is meant and constructed to comply with Section 409A in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsits entirety.

Compliance with Code Section 409A. To It is intended that all of the payments payable under this Agreement satisfy, to the greatest extent applicablepossible, the parties hereto intend that exemptions from the application of Section 409A of the Code provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether Severance Benefits, expense reimbursements or otherwise) shall comply with Section 409A. The be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement shall at all times be interpreted considered a separate and construed in a manner to comply with Section 409A (including compliance with distinct payment. Notwithstanding any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable provision to the contrary in this Agreement, if Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, deemed by the Company may make payments after at the end time of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined his Separation from Service to be a “specified employee” (as defined for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under Section 409A), any amount or benefit that would constitute non-exempt other agreement with the Company are deemed to be “deferred compensation” for purposes (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A that is payable or distributable under this Agreement by reason of the Code, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s separation from service during Separation From Service with the six-month period immediately following Company, (ii) the date of Executive’s separation from service will be accumulated through and paid death or provided on (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of the seventh month following Executive’s separation from service (or, if Executive dies during such applicable Code Section 409A(a)(2)(B)(i) period, within 30 days after all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for and any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement due shall be paid as soon as administratively practicable, but otherwise provided in no event shall any such reimbursement be paid after this Agreement or in the last day of the Executive's taxable year following the taxable year in which the expense was incurredapplicable agreement. No right to reimbursement is subject to liquidation or exchange for other benefitsinterest shall be due on any amounts so deferred.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that Notwithstanding anything in this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the RSUs, and construed in a manner the Award is subject to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents RSUs shall be liable subject to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in of this Section 9. If the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount Employee is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined within the meaning of Section 409A, any payment of RSUs under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes 8 of Section 409A this Agreement above that is payable or distributable under this Agreement by reason on account of Executivethe Employee’s separation from service during the six-month period immediately following Executive’s and is scheduled to be paid within six months after such separation from service will shall accrue without interest and shall be accumulated through and paid or provided on as soon as reasonably practicable after the first day of the seventh month, or thirteenth month following Executivein situations described in Section 3(c) of this Agreement if applicable, beginning after the date of the Employee’s separation from service (or, if Executive dies during earlier, as soon as reasonably practicable following the Employee’s death. During such delayed distribution period, the Employee shall continue to receive cash amounts equal to dividends on Common Stock pursuant to Section 4 of this Agreement, and such amounts shall be paid to the Employee as such dividends are paid. In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” within 30 days after Executive’s death) (in either casethe meaning of Treas. Reg. §1.409A-3(i)(5)(i), the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume RSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control as provided by section 6(a) of the Plan, and shall instead be paid at the end time the RSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for meaning of Section 409A, with the Company and all of its affiliates treated as a single employer under Section 4(c)409A. This Agreement shall be construed in a manner consistent with Section 409A. For purposes of Section 409A, the payment of dividend equivalents under Section 5(c) and Section 7 herein) must be incurred by the Executive during the term 4 of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid construed as soon as administratively practicable, but in no event earnings and the time and form of payment of such dividend equivalents shall any such reimbursement be paid after treated separately from the last day time and form of payment of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsunderlying RSUs.

Compliance with Code Section 409A. To It is intended that all of the payments payable under this Agreement satisfy, to the greatest extent applicablepossible, the parties hereto intend that exemptions from the application of Section 409A of the Code provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether Severance Payments, expense reimbursements or otherwise) shall comply with Section 409A. The be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement shall at all times be interpreted considered a separate and construed in a manner to comply with Section 409A (including compliance with distinct payment. Notwithstanding any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable provision to the contrary in this Agreement, if Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, deemed by the Company may make payments after at the end time of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined his Separation from Service to be a “specified employee” (as defined for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under Section 409A), any amount or benefit that would constitute non-exempt other agreement with the Company are deemed to be “deferred compensation” for purposes (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A that is payable or distributable under this Agreement by reason of the Code, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s separation from service during Separation From Service with the six-month period immediately following Company, (ii) the date of Executive’s separation from service will be accumulated through and paid death or provided on (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of the seventh month following Executive’s separation from service (or, if Executive dies during such applicable Code Section 409A(a)(2)(B)(i) period, within 30 days after all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for and any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement due shall be paid as soon as administratively practicable, but otherwise provided in no event shall any such reimbursement be paid after this Agreement or in the last day of the Executive's taxable year following the taxable year in which the expense was incurredapplicable agreement. No right to reimbursement is subject to liquidation or exchange for other benefitsinterest shall be due on any amounts so deferred.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that (a) Notwithstanding anything in this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due , the receipt of any benefits under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), as a result of a termination of employment shall be made no later than the later of (i) March 15th subject to satisfaction of the year following condition precedent that Executive undergo a “separation from service” within the end meaning of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, Treas. Reg. § 1.409A-1(h) or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a any successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the . In addition, if Executive is determined deemed to be a “specified employee” (as defined within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any amount payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit that would constitute non-exempt “deferred compensation” for purposes shall not be made or provided prior to the earlier of Section 409A that is payable or distributable under this Agreement by reason (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service during service” (as such term is defined in Treas. Reg. § 1.409A-1 (h)), or (ii) the six-month period immediately following date of Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service death (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or distribution schedule for in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or distributions will resume at provided in accordance with the end normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the Required premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and Penns Xxxxx or JSSB shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period. (db) All Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in-kind benefits in one taxable calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicableyear (except under any lifetime limit applicable to expenses for medical care), but in no event shall any such reimbursement expenses be paid reimbursed or in-kind benefits be provided after the last day of the Executive's taxable calendar year following the taxable calendar year in which the expense was incurred. No Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement is or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to Sections 5 and 6, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Employer determines that any other benefitspayments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1). (d) To the extent it is determined that any benefits described in Section 6(b) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.

Compliance with Code Section 409A. To 19.1 Notwithstanding anything herein to the extent applicablecontrary, the parties hereto intend that this Agreement is intended to be interpreted and operated so that the payments and benefits set forth herein shall be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or shall comply with Section 409A. The Agreement the requirements of such provision; provided, however, that in no event shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall Company be liable to the Executive CEO for or with respect to any taxes, penalties or interest which may be imposed upon the CEO pursuant to Code Section 409A. With respect to reimbursements (whether such reimbursements are for business expenses or, to the extent permitted under the Company’s policies, other person for actionsexpenses) and/or in-kind benefits, decisions or determinations made in good faith. Without limiting each case, that constitute deferred compensation subject to Code Section 409A (as determined by the effect Company in its sole discretion), each of the foregoing, following shall apply: (1) no reimbursement of expenses incurred by the following provisions shall apply notwithstanding CEO during any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), taxable year shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first last day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end taxable year of the Required Delay Period. CEO, (d2) All the amount of expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c)reimbursement, Section 5(c) and Section 7 herein) must be incurred by the Executive or in-kind benefits provided, during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one a taxable year of the CEO shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, to the CEO in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after and (3) the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is of such expenses or in-kind benefits shall not be subject to liquidation or exchange for other benefitsanother benefit. The CEO hereby agrees that no representations have been made to the CEO relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable state income tax laws.

Compliance with Code Section 409A. To (a) Notwithstanding any provision of this Agreement to the extent applicablecontrary, Executive’s employment will be deemed to have terminated on the parties hereto intend date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement shall will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. The This Agreement shall at all times be interpreted and construed on a basis consistent with this intent. The parties will negotiate in a manner good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (including compliance with c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any applicable exemptions from Section 409Asuccessor provision). Further, each payment in the event that the Agreement shall a series of payments will be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made a separate payment. (d) Notwithstanding anything in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the this Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified employee” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’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 during the six-month period immediately following Executive’s separation from service will be accumulated through and paid Executive’s right to receive payment or provided on distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service (orservice, if whereupon the accumulated amount will be paid or distributed to Executive dies during such period, within 30 days after Executive’s death) (in either case, and the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at resume. This Section 14(d) should not be construed to prevent the end application of the Required Delay PeriodTreas. Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof). (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that a. Notwithstanding any provision of this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. b. It is intended that is this Agreement will comply with or be exempt from Section 409A to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A. c. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. d. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Section 409A and the six-month period immediately following final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): i. if the payment or distribution is payable in a lump sum, the Executive’s separation from service right to receive payment or distribution of such non-exempt deferred compensation will be accumulated through and paid delayed until the earlier of Executive’s death or provided on the first day of the seventh month following Executive’s separation from service (orservice; and ii. if the payment or distribution is payable over time, if Executive dies the amount of such non-exempt deferred compensation that would otherwise be payable during such period, within 30 days after the six months immediately following Executive’s death) (in either caseseparation from service will be accumulated, and the “Required Delay Period”). The Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume at resume. 8 Confidential This Section 14(d) should not be construed to prevent the end application of the Required Delay PeriodTreas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof). (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that a. Notwithstanding any provision of this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A 1(h)) with Company. b. It is intended that is this Agreement will comply with or be exempt from Section 409A to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A. c. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. d. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Section 409A and the six-month period immediately following final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A 3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): i. if the payment or distribution is payable in a lump sum, the Executive’s separation from service right to receive payment or distribution of such non-exempt deferred compensation will be accumulated through and paid delayed until the earlier of Executive’s death or provided on the first day of the seventh month following Executive’s separation from service (orservice; and ii. if the payment or distribution is payable over time, if Executive dies the amount of such non-exempt deferred compensation that would otherwise be payable during such period, within 30 days after the six months immediately following Executive’s death) (in either caseseparation from service will be accumulated, and the “Required Delay Period”). The Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume at resume. 8 Confidential This Section 14(d) should not be construed to prevent the end application of the Required Delay PeriodTreas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof). (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or shall comply with the requirements of such provision. To the extent applicablethat any amount payable pursuant to Subsections 4(b), the parties hereto intend that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in (d)(i), (d)(iii) or (f) constitutes a manner “deferral of compensation” subject to comply with Section 409A (including compliance with any applicable exemptions a “409A Payment”), then, if on the date of the Executive’s “separation from service,” as such term is defined in Treas. Reg. Section 409A1.409A­1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. FurtherReg. Section 1.409‑1(i), in the event that the Agreement shall be deemed not as determined from time to comply with Section 409A, then neither time by the Company, the Board, nor its or their designees or agents then such 409A Payment shall not be liable made to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later earlier than the later earlier of (i) March 15th six (6) months after the Executive’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the year first business day following the end of the Executive's first taxable year in which six (6) month period or following the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th date of the year following Executive’s death, whichever is earlier, and the end balance of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture409A Payments, or otherwise if any, shall be paid in accordance with the requirements applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or his legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following than the taxable year in which his Separation from Service occurs if such release were executed and delivered and became irrevocable at the expense was incurredlast possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. No In applying Section 409A to compensation paid pursuant to this Agreement, any right to reimbursement a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law, and that the tax laws make the Executive and not the Company responsible for penalties and interest that may be imposed in the event Code Section 409A is subject to liquidation or exchange for other benefitsviolated.

Compliance with Code Section 409A. To A. It is the intention of Xxxxxx and the Executive that the payments, benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Code Section 409A, the Treasury regulations and other guidance promulgated or issued thereunder (collectively for purposes of this paragraph 16, “Section 409A”), to the extent applicablethat the requirements of Section 409A are applicable thereto, and after application of all available exemptions, including but not limited to, the parties hereto intend that “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner consistent with that intention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to comply with Section 409A (including compliance with incur any applicable exemptions from additional tax or interest under Section 409A). Further, Xxxxxx shall, upon the specific request of the Executive, use its reasonable business efforts to in the event that the Agreement shall be deemed not good faith reform such provision to comply with Section 409A; provided, then neither that to the Companymaximum extent practicable, the Board, nor its or their designees or agents shall be liable original intent and economic benefit to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end and Xxxxxx of the applicable 2½-month period referenced above if (A) it was administratively impractical provision shall be maintained, but Xxxxxx shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to Xxxxxx. Xxxxxx shall not have any liability to the payment by Executive with respect to tax obligations that result from the end application of Section 409A and makes no representation with respect to the tax treatment of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and payments and/or benefits provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” this Agreement. Any provision required for purposes of compliance with Section 409A that is payable or distributable under omitted from this Agreement shall be incorporated herein by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through reference and paid or provided on the first day of the seventh month following Executive’s separation from service (orshall apply retroactively, if Executive dies during such periodnecessary, within 30 days after Executive’s death) (in either case, and be deemed a part of this Agreement to the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Periodsame extent as though expressly set forth herein. B. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (di) All the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursements under this Agreement (including but not limited to reimbursement, or in-kind benefits, provided during any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses expense eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year. Each category of reimbursement , provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after made on or before the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No . C. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to reimbursement a series of separate payments. D. Neither Xxxxxx nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to liquidation Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. If the consideration period (or exchange revocation period, if applicable) for any general release and waiver extends across two (2) calendar years, the payments to the Executive shall begin in the second of the calendar years. E. If and to the extent required to comply with Section 409A, a Termination of Employment, as defined above, shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a Termination of Employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any provision of this Agreement, references to Termination of Employment, “termination,” “termination of employment” or like terms shall mean “Separation from Service.”. F. If the Executive is deemed on the date of termination of his employment to be a “specified employee,” within the meaning of that term under Section 409A(a)(2)(B) and using the identification methodology selected by Xxxxxx from time to time, or if none, the default methodology under Section 409A, then with regard to any payment or the providing of any benefit subject to this Agreement and to the extent required to be delayed in compliance with Section 409A(a)(2)(B), and any other benefits.payment or the provision of any other benefit that is required to be delayed in compliance with Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death. In this regard, it is the intention and understanding of Xxxxxx and the Executive that payments made following a Termination of Employment under paragraph “1” shall be exempt under the “short-term deferral rule” and “involuntary separation pay plan exception”, and other applicable exceptions, from the requirements of Section 409A(a)(2)(B) and are not required and shall not be delayed. Absent such exception, on the first day of the seventh month following the date of Executive’s Separation from Service or, if earlier, on the date of his death, all payments delayed pursuant to this paragraph “16.F.” (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, 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. The determination of whether the Executive is a “specified employee” shall be made by Xxxxxx in good faith applying Section 409A.

Compliance with Code Section 409A. To Notwithstanding anything herein to the extent applicablecontrary, the parties hereto intend that this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or shall comply with Section 409A. The Agreement the requirements of such provision; provided however that in no event shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall Company be liable to the Executive for or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited with respect to any incentive compensation taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Section Subsections 4(b) herein), (d)(i), (d)(iii) or (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s “separation from service,” as such term is defined in Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made no later to the Executive earlier than the later earlier of (i) March 15th six (6) months after Employment Agreement – Xxxx Xxxxxxx (TM ID 546893) the Executive’s Separation from Service; or (ii) the date of Executive’s death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the year first business day following the end of the Executive's first taxable year in which six (6) month period or following the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th date of the year following Executive’s death, whichever is earlier, and the end balance of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture409A Payments, or otherwise if any, shall be paid in accordance with the requirements applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or Executive’s legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following than the taxable year in which Executive’s Separation from Service occurs if such release were executed and delivered and became irrevocable at the expense was incurredlast possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. No In applying Section 409A to compensation paid pursuant to this Agreement, any right to reimbursement a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. The Executive hereby acknowledges that Executive has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to liquidation or exchange for other benefitsCode Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable State income tax laws.

Compliance with Code Section 409A. The intent of the parties hereto is that payments and benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder (collectively “Code Section 409A”) (including without limitation the exemptions for short-term deferrals and separation pay due to involuntary separation from service), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered in a manner consistent with such intent. To the extent applicable, the parties hereto intend that payment and benefits under this Agreement are not so exempt, this Agreement (and any definitions hereunder) shall comply with Section 409A. The Agreement shall at all times be interpreted and construed be administered to be in a manner to comply with Section 409A (including compliance with any applicable exemptions from Code Section 409A). Further409A. Nevertheless, in the event that tax treatment of the benefits provided under the Agreement is not US.131878192.02 warranted or guaranteed. Neither the Company nor its officers, directors, managers, employees, attorneys or advisers shall be deemed not to comply with Section 409Aheld liable for any taxes, then neither the Companyinterest, the Board, nor its penalties or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect monetary amounts owed by Xxxxx as a result of the foregoing, the following provisions shall apply notwithstanding any other provision application of Code Section 409A. Any payments described in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than that are due within the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the '“short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month deferral period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under in Code Section 409A), ) will not be treated as deferred compensation unless applicable law requires otherwise. If any amount to be paid or benefit that would constitute non-exempt “to be provided to Xxxxx pursuant to this Agreement constitutes deferred compensation” compensation subject to Code Section 409A, such payment or benefit shall be construed as a separate identified payment for purposes of Code Section 409A 409A. Notwithstanding anything to the contrary in this Agreement, to the extent that is payable or distributable under this Agreement by reason of Executive’s any payments to be made in connection with Xxxxx’x separation from service during would result in the six-month period immediately following Executive’s separation from service imposition of any individual excise tax and late interest charges imposed under Code Section 409A, the payment will instead be accumulated through and paid or provided made on the first business day of after the seventh month earlier of: (a) the date that is six (6) months following Executive’s such separation from service service; and (or, if Executive dies during such period, within 30 days after Executive’s b) the date of Xxxxx’x death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend (a) It is intended that all amounts payable under this Agreement shall are either exempt from or comply with Code Section 409A. 409A and all regulations, guidance and other interpretive authority issued thereunder. The provisions of this Agreement shall at all times will be construed and interpreted to avoid the imputation of any additional tax, penalty or interest under Code Section 409A yet preserve (to the greatest extent reasonably possible) the intended benefit payable to the Executive. All terms of this Agreement that are undefined or ambiguous must be interpreted and construed in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A 409A. (including b) Notwithstanding any other provision in this Agreement, to the extent any amounts payable under this Agreement (i) are subject to Code Section 409A, and (ii) the time or form of payment of those amounts would not be in compliance with any applicable exemptions from Code Section 409A). Further, then, to the extent possible, payment of those amounts will be made at such time and in such a manner that payment will be in compliance with Code Section 409A. If the event that the Agreement shall time or form of payment cannot be deemed not modified in such a way as to comply be in compliance with Code Section 409A, then neither the Companypayment will be made as otherwise provided in this Agreement, disregarding the Boardprovisions of this Section. (c) To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, nor its such reimbursements and in-kind benefit payments will be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) (or their designees any similar or agents shall successor provisions). (d) 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 under this Agreement and that the Executive is solely responsible for all taxes due with respect to any such compensation and benefits. The Company will not be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, beneficiary with respect to attorneys' fees eligible for reimbursement any adverse tax consequences arising under Code Section 8 herein, such fees must be incurred on 409A or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day provision of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsCode.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that this ​ (a) This Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder (including compliance with any applicable exemptions from “Code Section 409A). Further, in ”) and to the event that maximum extent permitted the Agreement shall be deemed not to comply with Section 409Alimited, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise construed and interpreted in accordance with such intent. The Employer shall have no liability to Executive if this Agreement or any amounts paid or payable hereunder are subject to Code Section 409A or the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effectadditional tax thereunder. (b) In To the event extent that the Company (reimbursements or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined other in-kind benefits under Section 409A), any amount or benefit that would this Agreement constitute non-exempt “nonqualified deferred compensation” compensation for purposes of Code Section 409A that is payable or distributable under this Agreement by reason 409A, (i) all reimbursement of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will expenses hereunder shall be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred made on or before final judgment in any proceeding contemplated by Section 8) prior to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No such expenses were incurred by Executive, (ii) any right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits to be provided, in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefitstaxable year. (c) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. ​ (d) Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified executive” 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 not exempt from Code Section 409A, such payment or benefit shall not be made or provided prior to the earliest of (i) the expiration of six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined under Code Section 409A), (B) the date of Executive’s death, or (C) the expiration of such other period as may be required to comply with regulations and/or guidance issued under Code Section 409A (the “Delay Period”). Upon expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in absence of such delay) shall be reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. ​

Compliance with Code Section 409A. To Notwithstanding anything herein to the extent applicablecontrary, the parties hereto intend that this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code or shall comply with Section 409A. The Agreement the requirements of such provision; provided however that in no event shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall Company be liable to the Executive for or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited with respect to any incentive compensation taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Section Subsections 4(b) herein), (d)(i), (d)(iii), (e) or (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s Separation from Service, the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made no later to the Executive earlier than the later earlier of (i) March 15th six (6) months after the Executive’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the year first business day following the end of the Executive's first taxable year in which six (6) month period or following the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th date of the year following Executive’s death, whichever is earlier, and the end balance of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture409A Payments, or otherwise if any, shall be paid in accordance with the requirements of the 'short-term deferral' exemption under applicable payment schedule provided in this Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”)4. The normal payment or distribution schedule for any remaining payments or distributions will resume at Executive hereby acknowledges that he has been advised to seek and has sought the end advice of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, a tax advisor with respect to attorneys' fees eligible for reimbursement the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 8 herein, 409A and applicable State tax law. The Executive hereby agrees to bear the entire risk of any such fees must be incurred on or before final judgment adverse federal and State tax consequences and penalty taxes in the event any proceeding contemplated by Section 8) payment pursuant to this Agreement is deemed to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsCode Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable State income tax laws.

Compliance with Code Section 409A. To Notwithstanding any provision of this Agreement to the extent applicablecontrary, it is the intent of the parties hereto intend that this Agreement shall not create or provide for any "nonqualified deferred compensation plan" (as defined in Code Section 409A(d)(1)) unless such "nonqualified deferred compensation plan" shall meet the requirements of Code Section 409A(a)(2), (3) and (4), and this Agreement and any plans, agreements or arrangements between the parties shall be interpreted accordingly. If any "nonqualified deferred compensation plan" created or provided for pursuant to this Agreement shall fail to meet the requirements of Code Section 409A(a)(2), (3) or (4) due to a term or provision of such "nonqualified deferred compensation plan" prior to taking into account the provisions of this paragraph 24, such "nonqualified deferred compensation plan" and its corresponding terms or provisions causing such failure shall be deemed to be modified and shall be interpreted (1) so as not to allow any distributions or payments to be made until one of the events listed in Code Section 409A(a)(2)(A) have occurred, (2) so as not to allow any acceleration of the time or schedule of any payment or distribution in accordance with Code Section 409A(a)(3), and (3) so that any elections regarding deferrals, or the timing or form of distributions or payments, shall comply with the provisions of Code Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A409A(a)(4). FurtherFor example, should this Agreement provide for a payment from a "nonqualified deferred compensation plan" earlier than the occurrence of an event listed in Code Section 409A(a)(2)(A), such payment shall not occur until the occurrence of an event that listed in Code Section 409A(a)(2)(A) notwithstanding any terms or provisions of any document effectuating such "nonqualified deferred compensation plan" to the contrary, and this Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Periodmodified accordingly. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect Paragraph 4.16(a) of the foregoing, Employment Agreement is hereby deleted in its entirety and replaced with the following provisions shall apply notwithstanding any other provision in the Agreement to the contrarylanguage: (a) Any cash incentive compensation due under It is the intent of the parties that this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year interpreted and administered in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance compliance with the requirements of section 409A of the 'short-term deferral' exemption under Section 409A. Notwithstanding Internal Revenue Code of 1986, as amended (the foregoing“Code”) to the extent applicable. In this connection, the Company may make payments after shall have authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code section 409A (provided that the end Company shall choose the action that best preserves the value of the applicable 2½-month period referenced above if (A) it was administratively impractical payments and benefits provided to make the payment by Executive under this Agreement), and the end parties agree that this Agreement shall be interpreted in a manner that is consistent with Code section 409A. In furtherance, but not in limitation of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or foregoing: (Ba) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In in the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section within the meaning of Code section 409A), any amount or benefit that would payments which constitute non-exempt a “deferred deferral of compensation” for purposes under Code section 409A and which would otherwise become due during the first six (6) months following Executive’s termination of Section 409A employment shall be delayed and all such delayed payments shall be paid in full in the seventh (7th) month after the Executive’s termination of employment, and all subsequent payments shall be paid in accordance with their original payment schedule, provided that is payable or distributable under the above delay shall not apply to any payments that are excepted from coverage by Code section 409A, such as those payments covered by the short-term deferral exception described in Treasury Regulations section 1.409A-1(b)(4); (b) notwithstanding any other provision of this Agreement by reason Agreement, a termination of Executive’s employment hereunder, which results in the payment of compensation and/or benefits, shall mean, and be interpreted consistent with, a “separation from service service” within the meaning of Code section 409A; and (c) with respect to the reimbursement of fees and expenses provided for herein (or in any agreements or arrangements contemplated herein), including payments made pursuant to indemnification provisions, and tax gross-up payments, the following shall apply: (i) unless a specific time period during the sixwhich such expense reimbursements and tax gross-month up payments may be incurred is provided for herein, such time period immediately following shall be deemed to be Executive’s separation from service will be accumulated through and paid or provided on lifetime; (ii) the first day amount of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment hereunder in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable particular year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category ; (iii) the right to reimbursement of expenses shall not be subject to liquidation or exchange for any other benefit; and (iv) the reimbursement of an eligible expense or a tax gross-up payment shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after made on or before the last day of the Executive's taxable calendar year following the taxable calendar year in which the expense was incurred. No right to reimbursement is subject to liquidation incurred or exchange for other benefitsthe tax was remitted, as the case may be.”

Compliance with Code Section 409A. To Notwithstanding anything herein to the extent applicablecontrary, the parties hereto intend that this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code or shall comply with Section 409A. The Agreement the requirements of such provision; provided however that in no event shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall Company be liable to the Executive Employee for or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited with respect to any incentive compensation taxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. To the extent that any amount payable pursuant to Section Subsections 4(b) herein), (d)(i), (d)(ii), (e) or (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Employee's Separation from Service, the Employee is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made no later to the Employee earlier than the later earlier of (i) March 15th six (6) months after the Employee's Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the year first business day following the end of the Executive's first taxable year in which six (6) month period or following the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th date of the year following Employee's death, whichever is earlier, and the end balance of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture409A Payments, or otherwise if any, shall be paid in accordance with the requirements of the 'short-term deferral' exemption under applicable payment schedule provided in this Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”)4. The normal payment or distribution schedule for any remaining payments or distributions will resume at Employee hereby acknowledges that she has been advised to seek and has sought the end advice of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, a tax advisor with respect to attorneys' fees eligible for reimbursement the tax consequences to the Employee of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 8 herein, 409A and applicable State tax law. The Employee hereby agrees to bear the entire risk of any such fees must be incurred on or before final judgment adverse federal and State tax consequences and penalty taxes in the event any proceeding contemplated by Section 8) payment pursuant to this Agreement is deemed to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsCode Section 409A, and that no representations have been made to the Employee relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable State income tax laws.

Compliance with Code Section 409A. To A. Notwithstanding any provision of this Agreement to the extent applicablecontrary, the parties hereto intend Executive Chairman’s employment will be deemed to have terminated on the date of the Executive Chairman’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Corporation. B. It is intended that this Agreement shall will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations and guideline issued thereunder to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Code Section 409A. The This Agreement shall at all times be interpreted and construed on a basis consistent with this intent. The parties will negotiate in a manner good faith to amend this Agreement as necessary to comply with Section 409A (including compliance with in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 18 shall subject the Corporation to any applicable exemptions claim, liability, or expense, and the Corporation shall not have any obligation to indemnify or otherwise protect the Executive Chairman from the obligation to pay any taxes pursuant to Section 409A409A of the Code. C. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision). Further, each payment in the event that the Agreement shall a series of payments will be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made a separate payment. D. Notwithstanding anything in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the this Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Code Section 409A that is would otherwise be payable or distributable under this Agreement by reason of Executivethe Executive Chairman’s separation from service during a period in which he is a “specified employee” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Corporation under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive Chairman’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Executive Chairman’s death or the first day of the seventh month following the Executive Chairman’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 during the six-month period immediately following Executivethe Executive Chairman’s separation from service will be accumulated through and paid the Executive Chairman’s right to receive payment or provided on distribution of such accumulated amount will be delayed until the earlier of the Executive Chairman’s death or the first day of the seventh month following Executivethe Executive Chairman’s separation from service (orservice, if whereupon the accumulated amount will be paid or distributed to the Executive dies during such period, within 30 days after Executive’s death) (in either case, Chairman and the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at resume. This Section 18(D) should not be construed to prevent the end application of the Required Delay PeriodTreas. Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof). (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or shall comply with the requirements of such provision. To the extent applicablethat any amount payable pursuant to Sections 4(b), 4(d)(i), 4(d)(ii) or (f) constitutes a “deferral of compensation” subject to Section 409A of the Code (a “409A Payment”), then, if on the date of the Executive’s “separation from service,” as such term is defined in Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the parties hereto intend that this Agreement shall comply with Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 409A. The Agreement shall at all times be interpreted and construed in a manner 1.409-1(i), as determined from time to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither time by the Company, the Board, nor its or their designees or agents then such 409A Payment shall not be liable made to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later earlier than the later earlier of (i) March 15th six (6) months after the Executive’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one (1) lump sum, without interest, on the year first business day following the end of the Executive's first taxable year in which six (6) month period or following the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th date of the year following Executive’s death, whichever is earlier, and the end balance of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture409A Payments, or otherwise if any, shall be paid in accordance with the requirements applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or his legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following than the taxable year in which his Separation from Service occurs if such release were executed and delivered and became irrevocable at the expense was incurredlast possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. No In applying Section 409A of the Code to compensation paid pursuant to this Agreement, any right to reimbursement a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law, and that the tax laws make the Executive and not the Company responsible for penalties and interest that may be imposed in the event Code Section 409A is subject to liquidation or exchange for other benefitsviolated.

Compliance with Code Section 409A. To (a) Notwithstanding any provision of this Agreement to the extent applicablecontrary, the parties hereto intend Executive’s employment will be deemed to have terminated on the date of the Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. (b) It is intended that this Agreement shall will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. The This Agreement shall at all times be interpreted and construed on a basis consistent with this intent. The parties will negotiate in a manner good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (including compliance with c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any applicable exemptions from Section 409Asuccessor provision). Further, each payment in the event that the Agreement shall a series of payments will be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made a separate payment. (d) Notwithstanding anything in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the this Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which he is a “specified employee” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from 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 during the six-month period immediately following the Executive’s separation from service will be accumulated through and paid the Executive’s right to receive payment or provided on distribution of such accumulated amount will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from service (orservice, if whereupon the accumulated amount will be paid or distributed to the Executive dies during such period, within 30 days after Executive’s death) (in either case, and the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at resume. This Section 14(d) should not be construed to prevent the end application of the Required Delay PeriodTreas. Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof). (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. To Notwithstanding anything herein to the extent applicablecontrary, the parties hereto intend that this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code or shall comply with Section 409A. The Agreement the requirements of such provision; provided however that in no event shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall Company be liable to the Executive for or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited with respect to any incentive compensation taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Section Subsections 4(b) herein), (d)(i), (d)(iii) or (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s “separation from service,” as such term is defined in Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made no later to the Executive earlier than the later earlier of (i) March 15th six (6) months after the Executive’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the year first business day following the end of the Executive's first taxable year in which six (6) month period or following the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th date of the year following Executive’s death, whichever is earlier, and the end balance of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture409A Payments, or otherwise if any, shall be paid in accordance with the requirements of the 'short-term deferral' exemption under applicable payment schedule provided in this Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”)4. The normal payment or distribution schedule for any remaining payments or distributions will resume at Executive hereby acknowledges that he has been advised to seek and has sought the end advice of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, a tax advisor with respect to attorneys' fees eligible for reimbursement the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 8 herein, 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such fees must be incurred on or before final judgment adverse federal and State tax consequences and penalty taxes in the event any proceeding contemplated by Section 8) payment pursuant to this Agreement is deemed to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsCode Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable State income tax laws.

Compliance with Code Section 409A. To (a) Notwithstanding any provision of this Agreement to the extent applicablecontrary, the parties hereto intend Executive’s employment will be deemed to have terminated on the date of the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A‑1(h)) with the Company. (b) It is intended that this Agreement shall will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. The This Agreement shall at all times be interpreted and construed on a basis consistent with this intent. The Parties will negotiate in a manner good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (including compliance with c) For purposes of the application of Treas. Reg. § 1.409A‑1(b)(4)(or any applicable exemptions from Section 409Asuccessor provision). Further, each payment in the event that the Agreement shall a series of payments will be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made a separate payment. (d) Notwithstanding anything in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the this Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which the sixExecutive is a “specified executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A‑3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Executive’s death or the first (1st) day of the seventh (7th) month period following the Executive’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 during the six (6) months immediately following the Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated through and paid amount will be delayed until the earlier of the Executive’s death or provided on the first (1st) day of the seventh (7th) month following the Executive’s separation from service (orservice, if whereupon the accumulated amount will be paid or distributed to the Executive dies during such period, within 30 days after Executive’s death) (in either case, and the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at resume. This Section 14(d) should not be construed to prevent the end application of the Required Delay PeriodTreas. Reg § 1.409A‑1(b)(9)(iii) (or any successor provision) to amounts payable hereunder (or any portion thereof). (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. (a) It is intended that the payments and benefits provided under this Agreement shall be exempt from or comply with the application of the requirements of Code Section 409A. This Agreement shall be construed, administered and governed in a manner that affects such intent. Specifically, (i) each payment under this Agreement, including each payment in a series of installment payments, is deemed to be a separate installment payment and (ii) any taxable benefits or payments provided under this Agreement are deemed to be separate payments that qualify for the “short-term deferral” exclusion from Code Section 409A to the maximum extent possible. To the extent applicable, the parties hereto intend that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted exclusion (or any other available exclusion) does not apply, then notwithstanding anything contained herein to the contrary, and construed in a manner to the extent required to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Code Section 409A, then neither if Executive is a “specified employee,” as determined by the Company, the Boardas of his date of termination, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation then all amounts due under this Agreement (including but not limited to any incentive compensation payable pursuant to that constitute a “deferral of compensation” within the meaning of Code Section 4(b) herein)409A, shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue that are provided as a going concernresult of a “separation from service” within the meaning of Code Section 409A, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable otherwise be paid or distributable under this Agreement by reason of Executive’s separation from service provided during the six-month period immediately first six months following Executive’s separation from service will date of termination, shall be accumulated through and paid or provided on the first business day that is more than six months after the date of the seventh month following Executive’s separation from service date of termination (or, if Executive dies during such six-month period, within 30 90 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at For all purposes of this Agreement, Executive shall be considered to have terminated employment with the end Company when Executive incurs a “separation from service” with the Company within the meaning of the Required Delay PeriodCode Section 409A(a)(2)(A)(i). (db) All With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursements under this Agreement (including but not limited to reimbursement, or in-kind benefits, provided during any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable calendar year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable calendar year. Each category of reimbursement ; and (iii) such payments shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after made on or before the last day of the Executive's taxable ’s calendar year following the taxable calendar year in which the expense was incurred. No right to reimbursement is subject to liquidation occurred, or exchange for other benefitssuch earlier date as required hereunder.

Compliance with Code Section 409A. The Company makes no representations or warranties regarding the tax implications of the compensation and benefits to be paid to the Employee under this Agreement, including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations (“Section 409A”). It is the intention of the parties hereto that payments under this Agreement be interpreted to be exempt from or in compliance with Section 409A and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A. To the extent applicable, any payments of money or other benefits due to the parties hereto intend that Employee under this Agreement could cause the application of an acceleration or additional tax under Section 409A, such payments or other benefits shall comply with be deferred if deferral will make such payment or other benefits compliant under Section 409A. The Agreement 409A, or otherwise such payments or other benefits shall at all times be interpreted and construed restructured, to the extent possible, in a manner determined by the Company that does not cause such acceleration or additional tax. To the extent any payments of money or other benefits due to comply with Section 409A (including compliance with any applicable exemptions from the Employee under this Agreement could cause the application of an acceleration or additional tax under Section 409A). Further, any references in this Agreement to the event that separation of the Agreement Employee’s employment shall be deemed not mean his separation from service within the meaning of Section 409A. With respect to any payments due to the Employee as a result of the separation of his employment, if necessary to comply with Section 409A, then neither and if the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount Employee is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of deemed on the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined separation to be a “specified employee” (as defined within the meaning of that term under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” such payments shall be made as follows: (i) no payments shall be made for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the a six-month period immediately following Executive’s the date of separation from service will be accumulated through and paid or provided on (ii) an amount equal to the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive aggregate sum that would have been otherwise payable during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement initial six-months period shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last a lump sum six (6) months plus one (1) day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsdate of separation.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend a. It is intended that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its each payment or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect installment of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due payments provided under this Agreement (including but not limited is a separate “payment” for purposes of Code Section 409A. b. Notwithstanding anything to any incentive compensation payable pursuant to Section 4(b) the contrary herein), shall be made no later than if the later of Company determines (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of that on the date upon which the legally binding right to compensation arose, of Executive’s “separation from service” (as such impracticality was unforeseeable, term is defined under Treasury Regulation 1.409A-1(h)) or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have at such effect. (b) In the event other time that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the determines to be relevant, Executive is determined to be a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A), 409A(a)(1)(B) or any amount other taxes or benefit that would constitute non-exempt “deferred compensation” for purposes of penalties imposed under Code Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is payable or distributable under this Agreement by reason six (6) months after the date of Executive’s “separation from service during service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the six-month period immediately following date of Executive’s separation from service will death. Any payments delayed pursuant to this Section 13(b) shall be accumulated through and paid or provided made in a lump sum on the first day of the seventh month following Executive’s “separation from service service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if Executive dies during such periodsooner, within 30 days after the date of Executive’s death) (. It is intended that Agreement shall comply with the provisions of Code Section 409A so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in either casea manner consistent with these intentions. c. Notwithstanding anything herein to the contrary, a termination of Executive’s employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “termination date,” or similar terms shall mean “separation from service.” d. For the avoidance of doubt, the “Required Delay Period”). The normal payment or distribution schedule for Company shall pay any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements amounts that are due under this Agreement (including but not limited following Executive’s termination of employment, death, Disability or other event within the periods of time that are specified in this Agreement, provided, however, that the Company, in its sole and absolute discretion, shall determine the date or dates on which any such payment shall be made during such specified period. e. By accepting this Agreement, Executive hereby agrees and acknowledges that neither the Company nor its Subsidiaries make any representations with respect to the application of Code Section 409A to any reimbursements provided for under Section 4(c)tax, Section 5(c) and Section 7 herein) must be incurred economic or legal consequences of any payments payable to Executive hereunder. Further, by the acceptance of this Agreement, Executive during acknowledges that (i) Executive has obtained independent tax advice regarding the term application of Code Section 409A to the payments due to Executive hereunder, (ii) Executive retains full responsibility for the potential application of Code Section 409A to the tax and legal consequences of payments payable to Executive hereunder and (iii) the Company shall not indemnify or otherwise compensate Executive for any liability incurred as a result of the failure of this Agreement (orto comply, in form or operation, with respect the requirements of Code Section 409A. The parties agree to attorneys' fees eligible for reimbursement under cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Code Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.409A.

Compliance with Code Section 409A. To It is intended that all of the payments payable under this Agreement satisfy, to the greatest extent applicablepossible, the parties hereto intend that exemptions from the application of Section 409A of the Code provided under Treasury Regulation Sections 1.409A1(b)(4), 1.409A1(b)(5) and 1.409A1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether Severance Benefits, expense reimbursements or otherwise) shall comply with Section 409A. The be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement shall at all times be interpreted considered a separate and construed in a manner to comply with Section 409A (including compliance with distinct payment. Notwithstanding any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable provision to the contrary in this Agreement, if Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, deemed by the Company may make payments after at the end time of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined his Separation from Service to be a “specified employee” (as defined for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under Section 409A), any amount or benefit that would constitute non-exempt other agreement with the Company are deemed to be “deferred compensation” for purposes (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A that is payable or distributable under this Agreement by reason of the Code, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s separation from service during Separation From Service with the six-month period immediately following Company, (ii) the date of Executive’s separation from service will be accumulated through and paid death or provided on (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of the seventh month following Executive’s separation from service (or, if Executive dies during such applicable Code Section 409A(a)(2)(B)(i) period, within 30 days after all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for and any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement due shall be paid as soon as administratively practicable, but otherwise provided in no event shall any such reimbursement be paid after this Agreement or in the last day of the Executive's taxable year following the taxable year in which the expense was incurredapplicable agreement. No right to reimbursement is subject to liquidation or exchange for other benefitsinterest shall be due on any amounts so deferred.

Compliance with Code Section 409A. To Notwithstanding anything herein to the extent applicablecontrary, the parties hereto intend that this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code or shall comply with Section 409A. The Agreement the requirements of such provision; provided however that in no event shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall Company be liable to the Executive for or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited with respect to any incentive compensation taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Section Subsections 4(b) herein), (d)(i), (d)(iii) or (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive's “separation from service,” as such term is defined in Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made no later to the Executive earlier than the later earlier of (i) March 15th six (6) months after the Executive's Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the year first business day following the end of the six (6) month period or following the date of the Executive's first taxable year in which death, whichever is earlier, and the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th balance of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture409A Payments, or otherwise if any, shall be paid in accordance with the requirements applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or his legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following than the taxable year in which his Separation from Service occurs if such release were executed and delivered and became irrevocable at the expense was incurredlast possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. No In applying Section 409A to compensation paid pursuant to this Agreement, any right to reimbursement a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to liquidation or exchange for other benefitsCode Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable State income tax laws.

Compliance with Code Section 409A. To Notwithstanding anything herein to the extent applicablecontrary, the parties hereto intend that this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code or shall comply with Section 409A. The Agreement the requirements of such provision; provided however that in no event shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall Company be liable to the Executive Employee for or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited with respect to any incentive compensation taxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. To the extent that any amount payable pursuant to Section Subsections 4(b) herein), (d)(i), (d)(ii), (e) or (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Employee's Separation from Service, the Employee is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made no later to the Employee earlier than the later earlier of (i) March 15th six (6) months after the Employee's Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the year first business day following the end of the Executive's first taxable year in which six (6) month period or following the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th date of the year following Employee's death, whichever is earlier, and the end balance of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture409A Payments, or otherwise if any, shall be paid in accordance with the requirements of the 'short-term deferral' exemption under applicable payment schedule provided in this Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”)4. The normal payment or distribution schedule for any remaining payments or distributions will resume at Employee hereby acknowledges that she has been advised to seek and has sought the end advice of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, a tax advisor with respect to attorneys' fees eligible for reimbursement the tax consequences to the Employee of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 8 herein, 409A and applicable State tax law. The Employee hereby agrees to bear the entire risk of any such fees must be incurred on or before final judgment adverse federal and State tax consequences and penalty taxes in the event any proceeding contemplated by Section 8) payment pursuant to this Agreement is deemed to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.Code Section 409A, and that no representations have been made to the Employee relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable State income tax laws.(j)

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that (a) Notwithstanding anything in this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due , the receipt of any benefits under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), as a result of a termination of employment shall be made no later than the later of (i) March 15th subject to satisfaction of the year following condition precedent that Executive undergo a “separation from service” within the end meaning of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, Treas. Reg. § 1.409A-1(h) or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a any successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the . In addition, if Executive is determined deemed to be a “specified employee” (as defined within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any amount payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit that would constitute non-exempt “deferred compensation” for purposes shall not be made or provided prior to the earlier of Section 409A that is payable or distributable under this Agreement by reason (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service during service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the six-month period immediately following date of Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service death (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or distribution schedule for in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or distributions will resume at provided in accordance with the end normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the Required premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and Penns Xxxxx or JSSB shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period. (db) All Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in-kind benefits in one taxable calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicableyear (except under any lifetime limit applicable to expenses for medical care), but in no event shall any such reimbursement expenses be paid reimbursed or in-kind benefits be provided after the last day of the Executive's taxable calendar year following the taxable calendar year in which the expense was incurred. No Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement is or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to Sections 5 and 6, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Employer determines that any other benefitspayments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1). (d) To the extent it is determined that any benefits described in Section 6(b) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.

Compliance with Code Section 409A. To the extent applicable, the The parties hereto intend that this Agreement shall and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. The 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding anything herein to the contrary, this Agreement shall at all times be interpreted interpreted, operated and construed administered in a manner to comply consistent with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faithsuch intentions. Without limiting the effect generality of the foregoing, the following provisions shall apply and notwithstanding any other provision in the of this Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein)if at the time Executive’s employment hereunder terminates, shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee,” (as defined under in Treasury Regulation Section 409A)1.409A-1(i) and determined using the identification methodology selected by the Company from time to time, or if none, the default methodology, any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is and all amounts payable or distributable under this Agreement by reason on account of Executive’s separation from service during such termination of employment that would (but for this provision) be payable within six (6) months following the six-month period immediately following Executive’s separation from service will date of termination, shall instead be accumulated through and paid or provided in a lump sum on the first day of the seventh month following the date on which Executive’s separation from service (employment terminates or, if Executive dies during such periodearlier, within 30 days after upon Executive’s death, except (i) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury Regulation Section 1.409A-1(b); (ii) benefits which qualify as excepted welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5); and (iii) other amounts or benefits that are not subject to the requirements of Code Section 409A; (b) a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service,” as defined in either caseTreasury Regulation Section 1.409A-1(h) after giving effect to the presumptions contained therein, and, for purposes of any such provision of this Agreement, references to a "terminate," “termination,” “termination of employment” and like terms shall mean separation from service; (c) each payment made under this Agreement shall be treated as a separate payment and the “Required Delay Period”). The normal payment or distribution schedule for any remaining right to a series of installment payments or distributions will resume at the end under this Agreement shall be treated as a right to a series of the Required Delay Period.separate payments; (d) All with regard to any provision in this Agreement, including, without limitation, Section 2 hereof, that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a "deferral of compensation," within the meaning of Treasury Regulation Section 1.409A-1(b), (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursements under this Agreement (including but not limited to reimbursement, or in-kind benefits provided, during any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year. Each category of reimbursement , and (iii) such payments shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after made on or before the last day of the Executive's ’s taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsoccurred.

Compliance with Code Section 409A. To It is intended that all of the payments payable under this Agreement satisfy, to the greatest extent applicablepossible, the parties hereto intend that exemptions from the application of Section 409A of the Code provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance benefits, expense reimbursements or otherwise) shall comply with Section 409A. The be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement shall at all times be interpreted considered a separate and construed distinct payment. Notwithstanding anything to the contrary in a manner this Agreement, no severance pay or benefits to comply be paid or provided to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (including compliance with together, the “Deferred Payments”) will be paid or otherwise provided until Employee has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any applicable exemptions alternative definitions thereunder, a “Separation from Section 409AService”). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable Notwithstanding any provision to the Executive or any other person for actionscontrary in this Agreement, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount if Employee is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, deemed by the Company may make payments after at the end time of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined his Separation from Service to be a “specified employee” (as defined for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under Section 409A), any amount or benefit that would constitute non-exempt other agreement with the Company are deemed to be “deferred compensation” for purposes (including as a result of the terms of this Agreement), then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A that is payable or distributable under this Agreement by reason of the Code, such payments shall not be provided to Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s Separation From Service with the Company, (ii) the date of Executive’s separation from service during death or (iii) such earlier date as permitted under Section 409A of the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on Code without the imposition of adverse taxation. Upon the first business day following the expiration of the seventh month following Executive’s separation from service (or, if Executive dies during such applicable Code Section 409A(a)(2)(B)(i) period, within 30 days after all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for and any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement due shall be paid as soon otherwise provided in this Agreement or in the applicable agreement. No interest shall be due on any amounts so deferred. 7. Except as administratively practicableherein modified and amended, but all the terms and conditions of the Employment Agreement shall remain in full force and effect, and the execution of this Amendment shall in no event shall be deemed to constitute a waiver of any such reimbursement be paid after the last day right or claim of any of the Executive's taxable year following parties hereto under, or by virtue of, the taxable year Employment Agreement, except as otherwise specifically set forth herein. This Amendment and the Employment Agreement constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof. 8. This Agreement is executed by the parties in the State of Texas and shall be interpreted in accordance with the laws of such State (except their provisions governing the choice of law). 9. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the expense was incurredsame agreement. No right to reimbursement is subject to liquidation or exchange A facsimile shall be deemed an original for other benefitsall purposes.

Compliance with Code Section 409A. To A. Notwithstanding any provision of this Agreement to the extent applicablecontrary, the parties hereto intend Executive Vice President’s employment will be deemed to have terminated on the date of the Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Corporation. B. It is intended that this Agreement shall will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations and guideline issued thereunder to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Code Section 409A. The This Agreement shall at all times be interpreted and construed on a basis consistent with this intent. The parties will negotiate in a manner good faith to amend this Agreement as necessary to comply with Section 409A (including compliance with in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 18 shall subject the Corporation to any applicable exemptions claim, liability, or expense, and the Corporation shall not have any obligation to indemnify or otherwise protect the Executive Vice President from the obligation to pay any taxes pursuant to Section 409A409A of the Code. C. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision). Further, each payment in the event that the Agreement shall a series of payments will be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made a separate payment. D. Notwithstanding anything in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the this Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Code Section 409A that is would otherwise be payable or distributable under this Agreement by reason of Executivethe Executive Vice President’s separation from service during a period in which he is a “specified employee” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Corporation under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive Vice President’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Executive Vice President’s death or the first day of the seventh month following the Executive Vice President’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 during the six-month period immediately following Executivethe Executive Vice President’s separation from service will be accumulated through and paid the Executive Vice President’s right to receive payment or provided on distribution of such accumulated amount will be delayed until the earlier of the Executive Vice President’s death or the first day of the seventh month following Executivethe Executive Vice President’s separation from service (orservice, if whereupon the accumulated amount will be paid or distributed to the Executive dies during such period, within 30 days after Executive’s death) (in either case, Vice President and the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at resume. This Section 18(D) should not be construed to prevent the end application of the Required Delay PeriodTreas. Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof). (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. The intent of the Parties hereto is that payments and benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder (collectively “Code Section 409A”) (including without limitation the exemptions for short-term deferrals and separation pay due to involuntary separation from service), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered in a manner consistent with such intent. To the extent applicable, the parties hereto intend that payment and benefits under this Agreement are not so exempt, this Agreement (and any definitions hereunder) shall comply with Section 409A. The Agreement shall at all times be interpreted and construed be administered to be in a manner to comply with Section 409A (including compliance with any applicable exemptions from Code Section 409A). Further409A. Nevertheless, in the event that tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its officers, directors, managers, employees, attorneys or advisers shall be deemed not to comply with Section 409Aheld liable for any taxes, then neither the Companyinterest, the Board, nor its penalties or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect monetary amounts owed by Xxxx as a result of the foregoing, the following provisions shall apply notwithstanding any other provision application of Code Section 409A. Any payments described in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than that are due within the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the '“short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month deferral period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under in Code Section 409A), ) will not be treated as deferred compensation unless applicable law requires otherwise. If any amount to be paid or benefit that would constitute non-exempt “to be provided to Xxxx pursuant to this Agreement constitutes deferred compensation” compensation subject to Code Section 409A, such payment or benefit shall be construed as a separate identified payment for purposes of Code Section 409A 409A. Notwithstanding anything to the contrary in this Agreement, to the extent that is payable or distributable under this Agreement by reason of Executive’s any payments to be made in connection with Xxxx’x separation from service during would result in the six-month period immediately following Executive’s separation from service imposition of any individual excise tax and late interest charges imposed under Code Section 409A, the payment will instead be accumulated through and paid or provided made on the first business day of after the seventh month earlier of: (a) the date that is six (6) months following Executive’s such separation from service service; and (or, if Executive dies during such period, within 30 days after Executive’s b) the date of Xxxx’x death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that Notwithstanding anything in this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted to the contrary, if the Employee is subject to U.S. Federal income tax on any part of the payment of the RSUs and construed in a manner the Award is subject to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents RSUs shall be liable subject to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in of this Section 9. If the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount Employee is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined within the meaning of Section 409A, any payment of RSUs under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes 8 of Section 409A this Agreement above that is payable or distributable under this Agreement by reason on account of Executivethe Employee’s separation from service during the six-month period immediately following Executive’s and is scheduled to be paid within six months after such separation from service will shall accrue without interest and shall be accumulated through and paid or provided on as soon as reasonably practicable after the first day of the seventh month following Executivebeginning after the date of the Employee’s separation from service (or, if Executive dies during earlier, as soon as reasonably practicable following the Employee’s death. During such delayed distribution period, the Employee shall continue to receive cash amounts equal to dividends on Common Stock pursuant to Section 4 of this Agreement, and such amounts shall be paid to the Employee as such dividends are paid. In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” within 30 days after Executive’s death) (in either casethe meaning of Treas. Reg. §1.409A-3(i)(5)(i), the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume RSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control as provided by section 6(a) of the Plan, and shall instead be paid at the end time the RSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for meaning of Section 409A, with the Company and all of its Affiliates treated as a single employer under Section 4(c)409A. This Agreement shall be construed in a manner consistent with Section 409A. For purposes of Section 409A, the payment of dividend equivalents under Section 5(c) and Section 7 herein) must be incurred by the Executive during the term 4 of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid construed as soon as administratively practicable, but in no event earnings and the time and form of payment of such dividend equivalents shall any such reimbursement be paid after treated separately from the last day time and form of payment of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsunderlying RSUs.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with If any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its amounts or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due benefits payable under this Agreement (including but not limited to any incentive on account of Employee’s termination of employment constitute deferred compensation payable pursuant subject to Section 4(b) herein)409A of the Code, no payments or benefits shall be made no later than paid or provided until Employee incurs a separation from service within the later meaning of (iTreas. Reg. § 1.409A-1(h) March 15th of from the year following the end of the Executive's first taxable year in which the amount is no longer subject to Company and any entity that would be considered a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance single employer with the requirements Company under Code Sections 414(b) or 414(c) (“Separation from Service”). If, at the time of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoingEmployee’s Separation from Service, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment Employee is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A and Treas. Reg. §1.409A-3(i)(2)), the Company will not pay or provide any “Specified Benefits” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service herein) during the six-month period (the “409A Suspension Period”) beginning immediately following Executiveafter the Employee’s separation Separation from service Service. For purposes of this Agreement, “Specified Benefits” are any amounts or benefits that would be subject to Code Section 409A penalties if the Company were to pay them, pursuant to this Agreement, on account of the Employee’s Separation from Service. The Employee’s right to receive any installment payments will be accumulated through treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and paid distinct payment. This Agreement is intended to comply with (or provided on be exempt from) Code Section 409A, and the first day Company shall have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or otherwise conforms them to) the requirements of Code Section 409A. If, for any reason including imprecision in drafting, the Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, the provision shall be considered ambiguous and shall be interpreted by the Company in a fashion consistent herewith, as determined in the sole and absolute discretion of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”)Company. The normal payment or distribution schedule for any remaining payments or distributions will resume at Company reserves the end right to unilaterally amend this Agreement without the consent of the Required Delay Period. Employee in order to accurately reflect its correct interpretation and operation, as well as to maintain an exemption from or compliance with Code Section 409A. Nevertheless, and notwithstanding any other provision of this Agreement, neither the Company nor any of its employees, directors, or their agents shall have any obligation to mitigate, nor to hold the Employee harmless from, any or all taxes (dincluding any imposed under Code Section 409A) All expenses eligible for reimbursements arising under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsAgreement.

Compliance with Code Section 409A. To It is intended that all of the payments payable under this Agreement satisfy, to the greatest extent applicablepossible, the parties hereto intend that exemptions from the application of Section 409A of the Code provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1. 409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether Severance Benefits, expense reimbursements or otherwise) shall comply with Section 409A. The be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement shall at all times be interpreted considered a separate and construed in a manner to comply with Section 409A (including compliance with distinct payment. Notwithstanding any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable provision to the contrary in this Agreement, if Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, deemed by the Company may make payments after at the end time of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined his Separation from Service to be a “specified employee” (as defined for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under Section 409A), any amount or benefit that would constitute non-exempt other agreement with the Company are deemed to be “deferred compensation” for purposes (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A that is payable or distributable under this Agreement by reason of the Code, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s separation from service during Separation From Service with the six-month period immediately following Company, (ii) the date of Executive’s separation from service will be accumulated through and paid death or provided on (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of the seventh month following Executive’s separation from service (or, if Executive dies during such applicable Code Section 409A(a)(2)(B)(i) period, within 30 days after all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for and any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement due shall be paid as soon as administratively practicable, but otherwise provided in no event shall any such reimbursement be paid after this Agreement or in the last day of the Executive's taxable year following the taxable year in which the expense was incurredapplicable agreement. No right to reimbursement is subject to liquidation or exchange for other benefitsinterest shall be due on any amounts so deferred.

Compliance with Code Section 409A. To It is intended that all of the payments payable under this Agreement satisfy, to the greatest extent applicablepossible, the parties hereto intend that exemptions from the application of Section 409A of the Code provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement shall comply will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A. The 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall (whether Severance Payments, expense reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement will at all times be interpreted considered a separate and construed in a manner to comply with Section 409A (including compliance with distinct payment. Notwithstanding any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable provision to the contrary in this Agreement, if Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, deemed by the Company may make payments after at the end time of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined his Separation from Service to be a “specified employee” (as defined for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under Section 409A), any amount or benefit that would constitute non-exempt other agreement with the Company are deemed to be “deferred compensation” for purposes (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A that is payable or distributable under this Agreement by reason of the Code, such payments will not be provided to Executive prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s separation from service during Separation From Service with the six-month period immediately following Company, (ii) the date of Executive’s separation from service death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph will be accumulated through paid in a lump sum to Executive, and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions due will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but otherwise provided in no event shall any such reimbursement be paid after this Agreement or in the last day of the Executive's taxable year following the taxable year in which the expense was incurredapplicable agreement. No right to reimbursement is subject to liquidation or exchange for other benefitsinterest will be due on any amounts so deferred.

Compliance with Code Section 409A. To Notwithstanding anything herein to the extent applicablecontrary, the parties hereto intend that this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code or shall comply with Section 409A. The Agreement the requirements of such provision; provided however that in no event shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall Company be liable to the Executive for or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited with respect to any incentive compensation taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Section Subsections 4(b) herein), (d)(i), (d)(iii), (e) or (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s Separation from Service, the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made no later to the Executive earlier than the later earlier of (i) March 15th six (6) months after the Executive’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the year first business day following the end of the Executive's first taxable year in which six (6) month period or following the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th date of the year following Executive’s death, whichever is earlier, and the end balance of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture409A Payments, or otherwise if any, shall be paid in accordance with the requirements of the 'short-term deferral' exemption under applicable payment schedule provided in this Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”)4. The normal payment or distribution schedule for any remaining payments or distributions will resume at Executive hereby acknowledges that she has been advised to seek and has sought the end advice of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, a tax advisor with respect to attorneys' fees eligible for reimbursement the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 8 herein, 409A and applicable State tax law. The Executive hereby agrees to bear the entire risk of any such fees must be incurred on or before final judgment adverse federal and State tax consequences and penalty taxes in the event any proceeding contemplated by Section 8) payment pursuant to this Agreement is deemed to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefitsCode Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable State income tax laws.

Compliance with Code Section 409A. To A. Notwithstanding any provision of this Agreement to the extent applicablecontrary, the parties hereto intend President’s employment will be deemed to have terminated on the date of the President “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Corporation. B. It is intended that this Agreement shall will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations and guideline issued thereunder to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Code Section 409A. The This Agreement shall at all times be interpreted and construed on a basis consistent with this intent. The parties will negotiate in a manner good faith to amend this Agreement as necessary to comply with Section 409A (including compliance with in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 18 shall subject the Corporation to any applicable exemptions claim, liability, or expense, and the Corporation shall not have any obligation to indemnify or otherwise protect the President from the obligation to pay any taxes pursuant to Section 409A409A of the Code. C. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision). Further, each payment in the event that the Agreement shall a series of payments will be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made a separate payment. D. Notwithstanding anything in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the this Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Code Section 409A that is would otherwise be payable or distributable under this Agreement by reason of Executivethe President’s separation from service during a period in which he is a “specified employee” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Corporation under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the President’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the President’s death or the first day of the seventh month following the President’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 during the six-month period immediately following Executivethe President’s separation from service will be accumulated through and paid the President’s right to receive payment or provided on distribution of such accumulated amount will be delayed until the earlier of the President’s death or the first day of the seventh month following Executivethe President’s separation from service (orservice, if Executive dies during such period, within 30 days after Executive’s death) (in either case, whereupon the “Required Delay Period”). The accumulated amount will be paid or distributed to the President and the normal payment or distribution schedule for any remaining payments or distributions will resume at resume. This Section 18(D) should not be construed to prevent the end application of the Required Delay PeriodTreas. Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof). (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that (a) Notwithstanding anything in this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due , the receipt of any benefits under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), as a result of a termination of employment shall be made no later than the later of (i) March 15th subject to satisfaction of the year following condition precedent that Executive undergo a “separation from service” within the end meaning of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, Treas. Reg. § 1.409A-1(h) or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a any successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the . In addition, if Executive is determined deemed to be a “specified employee” (as defined within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any amount payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit that would constitute non-exempt “deferred compensation” for purposes shall not be made or provided prior to the earlier of Section 409A that is payable or distributable under this Agreement by reason (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service during service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the six-month period immediately following date of Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service death (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or distribution schedule for in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or distributions will resume at provided in accordance with the end normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the Required premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and Penns Xxxxx or JSSB shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period. (db) All Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in-kind benefits in one taxable calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicableyear (except under any lifetime limit applicable to expenses for medical care), but in no event shall any such reimbursement expenses be paid reimbursed or in-kind benefits be provided after the last day of the Executive's taxable calendar year following the taxable calendar year in which the expense was incurred. No Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement is or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to this Sections 5 and 6, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Employer determines that any other benefitspayments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1). (d) To the extent it is determined that any benefits described in Section 6(b) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.

Compliance with Code Section 409A. To It is intended that all of the Severance Benefits and other payments payable under your offer letter, as amended by this Agreement, satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and will be construed to the greatest extent possible as consistent with those provisions, and to the extent applicablenot so exempt, will be construed and interpreted in a manner that makes such amounts compliant with the parties hereto intend that this Agreement shall comply with requirements of Section 409A. The Agreement For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be interpreted considered a separate and construed in a manner to comply with Section 409A (including compliance with distinct payment. Notwithstanding any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable provision to the Executive or any other person for actionscontrary herein, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, if you are deemed by the Company may make payments after at the end time of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined your Separation from Service to be a “specified employee” (as defined for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments or benefits due upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments or benefits is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes such payments shall not be provided to you prior to the earliest of Section 409A that is payable or distributable under this Agreement by reason (i) the expiration of Executive’s separation from service during the six-month period immediately following Executive’s separation measured from service will be accumulated through and paid the date of your Separation from Service with the Company, (ii) the date of your death or provided on (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of the seventh month following Executive’s separation from service (or, if Executive dies during such applicable Code Section 409A(a)(2)(B)(i) period, within 30 days after Executive’s death) (all payments deferred pursuant to this paragraph shall be paid in either casea lump sum to you, the “Required Delay Period”). The normal payment or distribution schedule for and any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement due shall be paid as soon as administratively practicable, but otherwise provided herein or in no event the applicable agreement. No interest shall be due on any such reimbursement be paid after the last day amounts so deferred. For purposes of the offer letter, as amended by this Agreement, any reference to termination of employment shall be construed to mean a Separation from Service. Your offer letter, as amended by this Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to its subject matter. To be clear, this Agreement supersedes all prior understandings (including those in the offer letter) regarding your rights to receive benefits upon a termination of your employment for any reason. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. Any ambiguity in this Agreement shall not be construed against either party as the drafter. This Agreement may be executed in counterparts and email or facsimile signatures will suffice as original signatures. If this Agreement is acceptable to you, please sign and return a copy to Xxxx Xxxxxxx on or before December 31, 2010. By: /s/ Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Title: Chief Financial Officer /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx THIS AGREEMENT AND RELEASE, dated as of , 20 (this “Agreement”), is entered into by and between (“Executive's taxable year following ”) and Iridium Communications Inc. (the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits“Company”).

Compliance with Code Section 409A. To Notwithstanding anything herein to the contrary, (i) if at the time of the Participant's termination of employment with the Company and its Affiliates the Participant 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 prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months and one day following the Participant's termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments or other benefits due to the Participant 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 applicablepossible, the parties hereto intend that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner manner, determined by the Committee, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to comply with implement the provisions of this Section 409A (including compliance with any applicable exemptions from Section 409A). Further, 6(h) in the event good faith; provided that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, Committee nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which employees, directors or representatives shall have any liability to the amount is no longer subject Participant with respect to a substantial risk this Section 6(h). In consideration of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by AXIS Specialty U.S. Services, Inc. (the end “Company”) to or for the benefit of Xxxxx Xxxxxxxx of the applicable 2½-month periodpayments and benefits set forth in that certain Employment Agreement by and between Xxxxx Xxxxxxxx (“Executive”) and the Company dated _______________________ (“Employment Agreement”), and, as and in compliance with the terms of the date upon Employment Agreement, Executive hereby makes and delivers to the Company this General Release and Waiver (“Release”) as set forth herein: Executive voluntarily, knowingly and willingly on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby irrevocably and unconditionally release the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective owners, assigns, agents, directors, partners, officers, employees, consultants, shareholders, attorneys and representatives, and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the "Company Releasees") from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, causes of action, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, which he or his heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) against the legally binding right to compensation arose, such impracticality was unforeseeable, Company or (B) making the payment by the end any of the applicable 2½-month period would have jeopardized other Company Releasees by reason of any matter, cause or thing whatsoever arising on or before the ability date this General Release and Waiver is executed by Executive. In addition, this Release includes, without limitation, any rights or claims relating in any way to any and all employment relationships between Executive and the Company or any of the Company to continue as a going concernReleasees, and provided further that or the payment is made as soon as administratively practicable or as soon as termination thereof, arising under the payment would no longer have such effect. Employment Act 2000 of Bermuda, the Human Rights Act 1981 of Bermuda, Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, The Employee Retirement Income Security Act of 1974 (b"ERISA") In the event that the Company (or a successor thereto) has except for any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined vested benefits under Section 409Aany tax qualified benefit plan), any amount or benefit that would constitute non-exempt The Immigration Reform and Control Act, The Americans with Disabilities Act of 1990, The Age Discrimination in Employment Act of 1967 (“deferred compensation” ADEA”), The Workers Adjustment and Retraining Notification Act, The Fair Credit Reporting Act, New York State Human Rights Law, New York Human Rights Law, New York Rights of Persons With Disabilities, New York Confidentiality of Records of Genetic Tests, New York Whistleblower Law, New York Statutory Provision Regarding Retaliation/Discrimination for purposes Filing a Workers’ Compensation Claim, New York Adoptive Parents’ Child Care Leave Law, New York Smokers’ Rights Law, New York Equal Pay Law, New York AIDS Testing Confidentiality Act, New York Nondiscrimination Against Genetic Disorders Law, New York Bone Marrow Leave Law, New York Equal Rights Law, New York Confidentiality of Records of Genetic Tests, New York Executive Law Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during 290 et seq., The New York State Labor Relations Act, the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day general regulations of the seventh month following Executive’s separation from service (orNew York State Division of Human Rights, if The New York Labor Law, The New York Wage Hour and Wage Payment Laws, The New York Minimum Wage Law, as amended, The New York City Administrative Code, New York State Public Employee Safety and Health Act, New York Executive dies during such period, within 30 days after Executive’s death) (in either caseLaw §290 et seq., the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at New York City Charter and Administrative Code, New York Labor Law §740 et seq., the end of New York Legal Activities Law, New York Labor Law §201-d, the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c)New York occupational safety and health laws, Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.New Jersey Law Against Discrimination - N.J.

Compliance with Code Section 409A. To Notwithstanding anything herein to the extent applicablecontrary, the parties hereto intend that this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or shall comply with Section 409A. The Agreement the requirements of such provision; provided however that in no event shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall Company be liable to the Executive for or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited with respect to any incentive compensation taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Section Subsections 4(b) herein), (d)(i), (d)(iii) or (f) constitutes a "deferral of compensation" subject to Section 409A (a "409A Payment"), then, if on the date of the Executive's "separation from service," as such term is defined in Treas. Reg. Section l.409A-l(h)(l), from the Company (his "Separation from Service"), the Executive is a "specified employee," as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made no later to the Executive earlier than the later earlier of (i) March 15th six (6) months after the Executive's Separation from Service; or (ii) the date of Executive's death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the year first business day following the end of the six (6) month period or following the date of the Executive's first taxable year in which death, whichever is earlier, and the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th balance of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture409A Payments, or otherwise if any, shall be paid in accordance with the requirements applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or Executive's legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A that is payable or distributable under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following than the taxable year in which Executive's Separation from Service occurs if such release were executed and delivered and became irrevocable at the expense was incurredlast possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. No In applying Section 409A to compensation paid pursuant to this Agreement, any right to reimbursement a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. The Executive hereby acknowledges that Executive has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to liquidation or exchange for other benefitsCode Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable State income tax laws.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that (a) Notwithstanding anything in this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due , the receipt of any benefits under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), as a result of a termination of employment shall be made no later than the later of (i) March 15th subject to satisfaction of the year following condition precedent that Executive undergo a “separation from service” within the end meaning of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, Treas. Reg. § 1.409A-1(h) or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a any successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the . In addition, if Executive is determined deemed to be a “specified employee” (as defined within the meaning of that term under Code Section 409A409A(a)(2)(B), then with regard to any amount payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit that would constitute non-exempt “deferred compensation” for purposes shall not be made or provided prior to the earlier of Section 409A that is payable or distributable under this Agreement by reason (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service during service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the six-month period immediately following date of Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service death (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or distribution schedule for in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or distributions will resume at provided in accordance with the end normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the Required premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and Penns Xxxxx or JSSB shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period. (db) All Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in-kind benefits in one taxable calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicableyear (except under any lifetime limit applicable to expenses for medical care), but in no event shall any such reimbursement expenses be paid reimbursed or in-kind benefits be provided after the last day of the Executive's taxable calendar year following the taxable calendar year in which the expense was incurred. No Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement is or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to Sections 5 and 6, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Employer determines that any other benefitspayments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Code, the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1). (d) To the extent it is determined that any benefits described in Section 6(a)(ii) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that With respect to any payments under this Agreement shall comply with that are deemed to be deferred compensation subject to the requirements of Section 409A. The Agreement shall at all times be interpreted and construed in a manner 409A of the Internal Revenue Code of 1986, as amended, (the “Code”), such payments are intended to comply with the requirements of Section 409A (including compliance of the Code. Notwithstanding any provision of this Agreement to the contrary, if, at the time of the Executive’s termination of employment with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is ’s securities are publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined in Section 409A of the Code) and the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A409A of the Code, then the Company will defer the commencement of such payments (without any reduction in such payments ultimately paid or provided to the Executive) that are not paid within the short-term deferral rule under Section 409A of the Code (and any regulations thereunder) and that are not exempt from Section 409A as separation pay due to involuntary separation from service under 1.409A-1(b)(9)(iii) until the date that is six (6) months following the Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code). Any amounts the payment of which is postponed pursuant to Section 409A of the Code shall be paid in a lump sum payment within ten (10) days after the end of such six-month period. If the Executive dies during the postponement period prior to the payment of a postponed amount, any amount or benefit that would constitute non-exempt “deferred compensation” for then the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. For purposes of Section 409A that is payable or distributable of the Code, the right to a series of installment payments under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid treated as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No a right to reimbursement is subject to liquidation or exchange for other benefitsa series of separate payments.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision in the Agreement to the contrary: (a) Any cash incentive compensation due payment under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of the applicable 2½-month period would have jeopardized the ability of the Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) In the event that the Company (or a successor thereto) has any stock that is publicly traded on an established securities market or otherwise and the Executive is determined to be a constitutes “specified employee” (as defined under Section 409A), any amount or benefit that would constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), (i) a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination ,” “termination of employment” or like terms shall mean “separation from service,” (ii) the 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, and (iii) 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 considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or distributable benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 7(i) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid in a lump sum, and any remaining payments and benefits due under this Agreement by reason of Executive’s separation from service during the six-month period immediately following Executive’s separation from service will shall be accumulated through and paid or provided on in accordance with the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”). The normal payment or distribution schedule dates specified for any remaining payments or distributions will resume at the end of the Required Delay Periodthem herein. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.