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

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to or may be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder and other guidance of general applicability. If the Company and the Executive determine determines that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any other applicable authority issued by the Internal Revenue Serviceguidance, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceguidance, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of Section 409Aof the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All (i) This Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, to the extent applicable. Severance benefits under the Agreement are intended to be exempt from Section 409A of the Code under the “short term deferral” exemption, to the maximum extent applicable, and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments and benefits payable may only be made under this Agreement (includingupon an event and in a manner permitted by Section 409A of the Code, without limitationto the extent applicable. As used in the Agreement, the term “termination of employment” shall mean the Executive’s separation from service with the Company within the meaning of Section 409A Payments) are intended of the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to comply a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. Certain Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (ii) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments and or benefits otherwise payable under this Agreement are intended as a result of such termination of employment to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits prevent any accelerated or additional tax under this Agreement are subject to Section section 409A of the Code, this Agreement shall be interpreted, construed and administered then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in a manner such payments or benefits ultimately paid or provided to the Executive) that satisfies are not otherwise paid within the requirements of Sections 409A(a)(2‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable ‘separation pay exception’ under this Agreement and intended to comply with Sections 409A(a)(2Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following the Executive’s “separation of service” (3) and (4) of the Code do not comply with Section as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is six months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section amounts withheld on account of section 409A of the Code, Code shall be paid to the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A personal representative of the Code, Executive’s estate within sixty (60) days after the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) date of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectExecutive’s death.

Compliance with Section 409A of the Code. All The Officer, the Association and the Company acknowledge that each of the payments and benefits payable promised to the Officer under this Agreement (including, without limitation, the Section 409A Payments) are intended to must either comply with the requirements of Section 409A of the CodeCode and the regulations thereunder ("Section 409A") or qualify for an exception from compliance. Certain To that end, the Officer, the Association and the Company agree that (a) the payment described in section 2(a) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Company’s customary payment timing arrangement; (b) the benefits and payments and described in section 2(b) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (c) the payments on a disability described in section 4(b) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-1(a)(5); (d) the welfare benefits payable provided in kind under this Agreement section 6(b)(i) are intended to be exempt excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section 1.409A-1(a)(5) and/or as benefits not includible in gross income; (e) the Tax Indemnity Payment provided under section 7 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v); (f) the indemnification provided in section 8(a) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as indemnification against claims based on acts or omissions as a service provider; (g) the general indemnification and reimbursements described in section 16 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv) and shall be administered to satisfy such requirements; and (h) the reimbursements of expenses incurred due to a tax audit or litigation addressing a tax liability in section 16 are intended to satisfy the requirements for reimbursement of expenses incurred under such audits or litigation described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s earliest separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and, if the Officer is a specified employee (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the Officer’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Association or the Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Section 409A Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Association or the Company with the approval of the Code. This Agreement Officer (which approval shall not be interpreted in accordance unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the applicable requirements of, and exemptions from, Section 409A assets of the Code and the Treasury Regulations thereunderRabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. To the extent the payments and benefits under this Agreement are subject to Section 409A of the CodeFurthermore, this Agreement shall be interpreted, construed and administered in a such manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended as shall be necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply effect compliance with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.409A.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections Section 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder thereunder. If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections Section 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections Section 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments It is intended that this Award Agreement and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to Plan be exempt from the requirements provisions of Section section 409A of the Code to the maximum extent permissible under law. To the extent section 409A of the Code applies to this Award Agreement and the Plan, it is intended that this Award Agreement and the Plan comply with the provisions of section 409A of the Code. This Award Agreement and the Plan shall be administered and interpreted in accordance a manner consistent with this intent. In the event that this Award Agreement or the Plan does not comply with section 409A of the Code (to the extent applicable requirements ofthereto), and exemptions from, Section the Company shall have the authority to amend the terms of this Award Agreement or the Plan (which amendment may be retroactive to the extent permitted by section 409A of the Code and may be made by the Treasury Regulations thereunder. To the extent the payments Company without your consent) to avoid excise taxes and benefits other penalties under this Agreement are subject to Section section 409A of the Code, to the extent possible. Notwithstanding the foregoing, no particular tax result for you with respect to any income recognized by you in connection with this Award Agreement is guaranteed, and you solely shall be interpretedresponsible for any taxes, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2)penalties, (3) and (4) interest or other losses or expenses incurred by you under section 409A of the Code and in connection with this Award Agreement. To the Treasury Regulations thereunder If the Company and the Executive determine that extent any compensation, benefits or other payments that amounts under this Award Agreement are payable under this Agreement and intended by reference to comply with Sections 409A(a)(2), (3) and (4) your “termination of employment,” such term shall be deemed to refer to your “separation from service,” within the meaning of section 409A of the Code do not comply with Section Code. Notwithstanding any other provision in this Plan, if you are a “specified employee,” as defined in section 409A of the Code, as of the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Servicedate of your separation from service, then to the extent permitted any amount payable under Section this Award Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are (ii) is payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) upon your separation from service and (4iii) under the terms of the Code, if any provision of the this Award Agreement would cause such compensation, benefits or other payments be payable prior to fail to so complythe six-month anniversary of your separation from service, such provision shall not be effective and payment shall be null and void with respect delayed until the earlier to such compensation, benefits occur of (a) the six-month anniversary of your separation from service or other payments to (b) the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectdate of your death.

Compliance with Section 409A of the Code. All payments and benefits payable under Notwithstanding any other provision of the Plan or this Agreement (including, without limitationto the contrary, the Section 409A Payments) are intended Plan and this Agreement shall be construed or deemed to be amended as necessary to remain exempt from or comply with the requirements of Section 409A of the Code and to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with Code applicable to the applicable requirements of, Plan and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2)shall interpret the terms of each consistently therewith. Under no circumstances, (3) and (4) of however, shall the Code do not comply with Section 409A of Company, an Affiliate, or a subsidiary have any liability under the CodePlan or this Agreement for any taxes, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Servicepenalties, or interest due on amounts paid or payable pursuant to the extent permitted Plan and/or this Agreement, including any taxes, penalties, or interest imposed under Section 409A of the Code, . In the Treasury Regulations thereunder and any applicable authority issued event that it is determined by the Internal Revenue ServiceCompany that, as a result of the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of deferred compensation tax rules under Section 409A of the Code, Code (and any related regulations or other pronouncements thereunder) (the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation“Deferred Compensation Tax Rules”), benefits that the Participant is entitled to receive under the terms of this Agreement are deferred compensation subject to tax under the Deferred Compensation Tax Rules, (i) the Participant shall not be considered to have terminated employment for purposes hereof until the Participant would be considered to have incurred a “separation from service” within the meaning of the Deferred Compensation Tax Rules and other payments that are(ii) the Company shall, in lieu of providing such benefit when otherwise due under this Agreement, instead provide such benefit on the first day on which such provision would not result in the Participant incurring any tax liability under the Deferred Compensation Tax Rules; which day, if the Participant is a “specified employee” (within the meaning of the Deferred Compensation Tax Rules), shall, in the aggregateevent the benefit to be provided is due to the Participant’s “separation from service” (within the meaning of the Deferred Compensation Tax Rules) with the Company and its subsidiaries, no less favorable than be the compensation, benefits and other payments first day following the six-month period beginning on the date of such separation from service. Each amount to be paid or benefit to be provided under this Agreement. In Agreement shall be construed as a separately identified payment for purposes of the case of Deferred Compensation Tax Rules, and any compensation, benefits or other payments described in this Agreement that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of due within the Code, if any provision of “short term deferral period” as defined in the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision Deferred Compensation Tax Rules shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effecttreated as deferred compensation unless applicable law requires otherwise.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are This Award is intended to be exempt from the requirements application of Section 409A of the Internal Revenue Code (the “Code. This Agreement ”), including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted in accordance with accordingly. Notwithstanding the applicable foregoing, if it is determined that the Award fails to satisfy the requirements ofof the short-term deferral rule and is otherwise not exempt from, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are determined to be deferred compensation subject to Section 409A of the Code, this Agreement Award shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “Separation from Service” (as defined in Section 409A), then the Treasury Regulations thereunder issuance of any shares that would otherwise be made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and other applicable authority will instead be issued by in a lump sum on the Internal Revenue date that is six (6) months and one day after the date of the Separation from Service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the extent permitted imposition of adverse taxation on you in respect of the shares under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements . Each installment of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments shares that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and vests is intended to comply with Sections 409A(a)(2constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments A. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code. Nevertheless, the tax treatment of the benefits payable provided under this Agreement (includingis not warranted or guaranteed, without limitationand neither the Bank nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other amounts owed by the Section 409A Payments) are intended to comply with Employee as a result of the requirements application of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements . B. For purposes of Section 409A of the Code. This Agreement shall , (i) all payments to be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A made upon a termination of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits employment under this Agreement are subject to Section 409A may only be made upon a “separation from service” within the meaning of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted such term under Section 409A of the Code, (ii) each payment made under this Agreement shall be treated as a separate payment and (iii) the Treasury Regulations thereunder and right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall the Employee, directly or indirectly, designate the calendar year of payment. C. Notwithstanding any applicable authority issued by provision in this Agreement to the Internal Revenue Servicecontrary, if, at the time of the Employee’s separation from service with the Bank, the Company Employee is a “specified employee” (as defined in Section 409A of the Code) and it is necessary to postpone the Executive agree commencement of any severance payments otherwise payable pursuant to amend this AgreementAgreement as a result of such separation from service to prevent any accelerated or additional taxes, interest, penalties or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of amounts under Section 409A of the Code, then the Treasury Regulations thereunder and other applicable authority issued by Bank will postpone the Internal Revenue Service, while providing compensation, benefits and other payments that are, in commencement of the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case payment of any compensation, such payments or benefits hereunder (without any reduction in such payments or other payments benefits ultimately paid or provided to the Employee) that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) not otherwise exempt from Section 409A of the CodeCode until the Bank’s first payroll date that is six (6) months following the Employee’s separation from service with the Bank. If any payments are postponed pursuant to this Section 8.14, if then such postponed amounts will be paid in a lump sum to the Employee on the Bank’s first payroll date that occurs after the date that is six (6) months following the Employee’s separation from service. If the Employee dies during the postponement period prior to the payment of any provision postponed amount, then such amount shall be paid as provided herein within sixty (60) days after the date of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectEmployee’s death.

Compliance with Section 409A of the Code. All payments and benefits payable under (i) It is intended that this Agreement (including, without limitation, the Section 409A Payments) are intended to will comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the payments Agreement is subject thereto, and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in interpreted on a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) basis consistent with such intent. If an amendment of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended is necessary in order for it to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by parties hereto will negotiate in good faith to amend the Internal Revenue Service, Agreement in a manner that preserves the original intent of the parties to the extent permitted under reasonably possible. No action or failure to act pursuant to this Section 9(c) shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code, the Treasury Regulations thereunder and . (ii) With respect to any applicable authority issued by the Internal Revenue Service, reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the Executive agree to amend this Agreementfollowing conditions shall be applicable: (A) the amount eligible for reimbursement, or take in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other actions as calendar year (except that the Company health and dental plans may impose a limit on the Executive deem reasonably necessary amount that may be reimbursed or appropriatepaid), to cause such compensation, benefits and other payments to comply with (B) any reimbursement must be made on or before the requirements of Section 409A last day of the Codecalendar year following the calendar year in which the expense was incurred, and (C) the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, right to reimbursement or in-kind benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreementis not subject to liquidation or exchange for another benefit. In the case of any compensation, benefits or other payments that are payable Whenever a payment under this Agreement and intended specifies a payment period with reference to comply with Sections 409A(a)(2a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), (3) and (4) the actual date of payment within the specified period shall be within the sole discretion of the CodeCompany. Whenever payments under this Agreement are to be made in installments, if any provision of the Agreement would cause each such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and installment shall be null and void with respect deemed to such compensation, benefits or other payments to the extent such provision would cause be a failure to comply, and such provision shall otherwise remain in full force and effect.separate payment for purposes of Section 409A.

Compliance with Section 409A of the Code. All The Executive and the Association acknowledge that each of the payments and benefits payable promised to the Executive under this Agreement (including, without limitation, the Section 409A Payments) are intended to must either comply with the requirements of Section 409A of the CodeCode ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. Certain payments To that end, the Executive and the Company agree that (a) the insurance benefits payable under this Agreement provided in section 6(a) and the indemnification provided in section 6(b) are intended to be exempt excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as insurance and indemnification against claims based on acts or omissions as a service provider; (b) the expense reimbursements described in Section 8 and legal fee reimbursements described in Section 18 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (c) the payment described in Section 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Company’s customary payment timing arrangement; (d) the benefits and payments described in Section 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (e) the welfare benefits provided in kind under section 9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (f) the benefits and payments on a disability described in Section 10(c) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-1(a)(5). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Executive’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Executive’s earliest separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) and, if the Executive is a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the Executive’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Executive’s separation from service, shall be deposited on the date on which, but for such deferral, the Association would have paid such amount to the Executive, in a grantor trust which meets the requirements of Section 409A Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Association with the approval of the Code. This Agreement Executive (which approval shall not be interpreted in accordance unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Executive (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the applicable requirements of, and exemptions from, Section 409A assets of the Code and the Treasury Regulations thereunderRabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. To the extent the payments and benefits under this Agreement are subject to Section 409A of the CodeFurthermore, this Agreement shall be interpreted, construed and administered in a such manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended as shall be necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply effect compliance with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.409A.

Compliance with Section 409A of the Code. All The Officer, the Association and the Company acknowledge that each of the payments and benefits payable promised to the Officer under this Agreement (including, without limitation, the Section 409A Payments) are intended to must either comply with the requirements of Section 409A of the CodeCode and the regulations thereunder (“Section 409A”) or qualify for an exception from compliance. Certain To that end, the Officer, the Association and the Company agree that (a) the payment described in section 2(a) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Company’s customary payment timing arrangement; (b) the benefits and payments and described in section 2(b) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (c) the payments on a disability described in section 4(b) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-1(a)(5); (d) the welfare benefits payable provided in kind under this Agreement section 6(b)(i) are intended to be exempt excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section 1.409A-1(a)(5) and/or as benefits not includible in gross income; (e) the Tax Indemnity Payment provided under section 7 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v); (f) the indemnification provided in section 8(a) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as indemnification against claims based on acts or omissions as a service provider; (g) the general indemnification and reimbursements described in section 16 are intended to satisfy the requirements for a “reimbursement plan” described in Treasury Regulation section 1.409A-3(i)(1)(iv) and shall be administered to satisfy such requirements; and (h) the reimbursements of expenses incurred due to a tax audit or litigation addressing a tax liability in section 16 are intended to satisfy the requirements for reimbursement of expenses incurred under such audits or litigation described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s earliest separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and, if the Officer is a specified employee (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the Officer’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Association or the Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Section 409A Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Association or the Company with the approval of the Code. This Agreement Officer (which approval shall not be interpreted in accordance unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the applicable requirements of, and exemptions from, Section 409A assets of the Code and the Treasury Regulations thereunderRabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. To the extent the payments and benefits under this Agreement are subject to Section 409A of the CodeFurthermore, this Agreement shall be interpreted, construed and administered in a such manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended as shall be necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply effect compliance with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.409A.

Compliance with Section 409A of the Code. All It is intended that all of the payments and benefits payable under this Agreement (includingsatisfy, without limitationto the greatest extent possible, the Section 409A Payments) are intended to comply with exemptions from the requirements application of Section 409A of the Code. Certain payments Code provided under Treasury Regulation Sections 1.409A-1(b)(4) and benefits payable under 1.409A-1(b)(9), and this Agreement are intended will be construed to be exempt from the requirements of Section 409A greatest extent possible as consistent with those provisions. If any of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Codenot so exempt, this Agreement shall (and any definitions hereunder) will be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply complies with Section 409A of the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulations thereunder Regulation Section 1.409A-2(b)(2)(iii)), Your right to receive any installment payments under this Agreement (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 considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if You are deemed by ChannelAdvisor at the time of Your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the severance benefits provided under this Agreement, upon Separation From Service set forth herein and/or under any other applicable authority issued by the Internal Revenue Service, agreement with ChannelAdvisor are deemed to be “deferred compensation,” then to the extent permitted 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 of the Code, such payments will not be provided to You prior to the Treasury Regulations thereunder and any applicable authority issued by earliest of (i) the Internal Revenue Serviceexpiration of the six (6)-month period measured from the date of Your Separation From Service with ChannelAdvisor, (ii) the Company and the Executive agree to amend this Agreement, date of Your death or take (iii) such other actions earlier date as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of permitted under Section 409A of the CodeCode 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, the Treasury Regulations thereunder all payments deferred pursuant to this Paragraph will be paid in a lump sum to You, and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other any remaining payments that are, due will be paid as otherwise provided in this Agreement or in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreementapplicable agreement. In the case of No interest will be due on any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to amounts so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectdeferred.

Compliance with Section 409A of the Code. All payments and benefits payable under To the extent applicable, it is intended that this Agreement (including, without limitation, and the Section 409A Payments) are intended to Plan comply with the requirements provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A (a) (1) of the Code do not apply to the Grantee. Certain payments This Agreement and benefits payable under the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement are intended or the Plan to be exempt from the requirements of fail to satisfy Section 409A of the Code. This Agreement Code shall have no force and effect unless and until amended to comply with Section 409A of the Code (which amendment may be interpreted in accordance with retroactive to the applicable requirements of, and exemptions from, extent permitted by Section 409A of the Code and may be made by the Treasury Regulations thereunderCompany without the consent of the Grantee). To In particular, to the extent the payments Grantee has a right to receive payment pursuant to ARTICLE III or ARTICLE IV and benefits the event triggering the right to payment does not constitute a permitted distribution event under this Agreement are subject to Section 409A 409A(a)(2) of the Code, this Agreement shall be interpretedthen notwithstanding anything to the contrary in ARTICLE III, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2)ARTICLE IV or ARTICLE VII above, (3) and (4) issuance of the Code and Common Shares will be made, to the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended extent necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, to the Grantee on the earlier of (a) the Grantee's “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if the Grantee is a “specified employee” (within the meaning of Section 409A), the Grantee's date of issuance of the Common Shares shall be the date that is six months after the date of the Grantee's separation of service; (b) the date the payment would otherwise occur under this Agreement (to the extent it constitutes a permitted distribution event); or (c) the Grantee's death. References to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, If the Section 409A Payments) are intended Award is subject to comply with the requirements of Section section 409A of the Code, then for any purpose required under section 409A of the Code, all references herein to “termination of employment” or similar references shall mean Separation from Service. Certain payments It is intended that the Award, this Award Agreement, the Award Summary and benefits payable under this Agreement are intended to the Plan be exempt from the requirements of Section section 409A of the CodeCode to the maximum extent permissible under law. This Agreement To the extent section 409A of the Code applies to the Award, this Award Agreement, the Award Summary and/or the Plan, it is intended that the Award, this Award Agreement, the Award Summary and the Plan comply with the requirements of section 409A of the Code to the maximum extent permissible under law. The Award, this Award Agreement, the Award Summary and the Plan shall be administered and interpreted in accordance a manner consistent with this intent. In the event that the Award, this Award Agreement, the Award Summary or the Plan does not comply with section 409A of the Code (to the extent applicable requirements ofthereto), and exemptions fromthe Company shall have the authority to amend the terms of the Award, Section this Award Agreement, the Award Summary or the Plan (which amendment may be retroactive to the extent permitted by section 409A of the Code and may be made by the Treasury Regulations thereunder. To Company without the extent consent of the payments Employee) to avoid taxes and benefits other penalties under this Agreement are subject to Section section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of possible. Notwithstanding the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregateforegoing, no less favorable than particular tax result for the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void Employee with respect to such compensationany income recognized by the Employee in connection with the Award, benefits this Award Agreement and the Award Summary is guaranteed, and the Employee solely shall be responsible for any taxes, penalties, interest or other payments to losses or expenses incurred by the extent such provision would cause a failure to complyEmployee in connection with the Award, this Award Agreement and such provision shall otherwise remain in full force and effectthe Award Summary.

Compliance with Section 409A of the Code. All payments and benefits payable under The award covered by this Agreement (includingis intended to be excepted from coverage under, without limitationor compliant with, the provisions of Section 409A Payments) are intended of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Section 409A”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan to the contrary, if the award is subject to the provisions of Section 409A (and not exempted therefrom), the provisions of this Agreement and the Plan shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the requirements extent such provision cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, Grantee agrees that the Company may, without the consent of Grantee, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a manner that complies with the provisions of Section 409A such that they will not be subject to the imposition of taxes and/or interest thereunder. If, at the time of Xxxxxxx’s separation from service (within the meaning of Section 409A of the Code. Certain payments ), (A) Grantee shall be a specified employee (within the meaning of Section 409A of the Code and benefits using the identification methodology selected by the Company from time to time) and (B) the Company shall make a good faith determination that an amount payable under this Agreement are intended to be exempt from hereunder constitutes deferred compensation (within the requirements meaning of Section 409A of the Code. This Agreement shall ) the settlement of which is required to be interpreted delayed pursuant to the six-month delay rule set forth in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject in order to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits avoid taxes or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted penalties under Section 409A of the Code, then the Treasury Regulations thereunder and any applicable authority issued by Company shall not settle such amount on the Internal Revenue Serviceotherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, makes no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void representations and/or warranties with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to complycompliance with Section 409A, and such provision Grantee recognizes and acknowledges that Section 409A could potentially impose upon Grantee certain taxes and/or interest charges for which Participant is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All payments and benefits payable under (i) It is intended that this Agreement (including, without limitation, the Section 409A Payments) are intended to will comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement 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 9(b) shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A. (ii) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (A) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (B) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (C) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments and benefits under this Agreement are subject to Section 409A of the Codebe made in installments, this Agreement each such installment shall be interpreted, construed and administered in deemed to be a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements separate payment for purposes of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.409A.

Compliance with Section 409A of the Code. All payments and benefits payable under this (a) The Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with the requirements of Section 409A of the CodeCode or an exemption. Certain payments Notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment may only be made upon a “separation from service” as determined under Section 409A. Each payment under this Agreement, including each installment of the Termination Payment, shall be treated as a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. In the event the parties determine that the terms of this Agreement do not comply with Section 409A, they will negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (in a manner that attempts to minimize the economic impact of such amendment on the Executive and the Company) within the time period permitted by the applicable Department of Treasury Regulations. (b) All reimbursements and in-kind benefits payable provided under this Agreement are intended to shall be exempt from made or provided in accordance with the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject In order to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, in no event shall the Treasury Regulations thereunder and other applicable authority issued payments by the Internal Revenue Service, to Company under Sections 5(b) or 6 be made later than the extent permitted under Section 409A end of the Codecalendar year next following the calendar year in which such fees and expenses were incurred, provided, that the Treasury Regulations thereunder Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of any applicable authority issued by such fees and expenses that the Internal Revenue ServiceCompany is obligated to pay in any given calendar year shall not affect the fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such fees and expenses may not be liquidated or exchanged for any other benefit. (c) The Company and the Executive agree shall take all steps necessary (including with regard to amend this Agreement, or take such other actions as the Company and any post-termination services the Executive deem reasonably necessary or appropriate, provides) to cause such compensation, benefits and other payments to comply with ensure that any termination of employment described in this Agreement constitutes a “separation from service” within the requirements meaning of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, notwithstanding anything contained in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2)the contrary, (3) and (4) the date on which such “separation from service” takes place shall be the date of the Code, if any provision termination of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectExecutive’s employment.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, If the Section 409A Payments) are intended Award is subject to comply with the requirements of Section section 409A of the Code. Certain payments , then for purposes of determining the timing of settlement of the Award (and benefits payable for any other purpose required under section 409A), all references herein to “termination of employment” or similar references shall mean “Separation from Service.” It is intended that the Award, this Agreement are intended to Award Agreement, the Award Summary and the Plan be exempt from the requirements of Section section 409A of the CodeCode to the maximum extent possible. This Agreement To the extent section 409A of the Code applies to the Award, this Award Agreement, the Award Summary and the Plan, it is intended that the Award, this Award Agreement, the Award Summary and the Plan comply with the requirements of section 409A of the Code to the maximum extent possible. The Award, this Award Agreement, the Award Summary and the Plan shall be administered and interpreted in accordance a manner consistent with this intent. In the event that the Award, this Award Agreement, the Award Summary or the Plan does not comply with section 409A of the Code (to the extent applicable requirements ofthereto), and exemptions fromthe Company shall have the authority to amend the terms of the Award, Section this Award Agreement, the Award Summary or the Plan (which amendment may be retroactive to the extent permitted by section 409A of the Code and may be made by the Treasury Regulations thereunder. To Company without the extent consent of the payments Employee) to avoid taxes and benefits other penalties under this Agreement are subject to Section section 409A of the Code, to the extent possible. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Award, this Award Agreement and the Award Summary is guaranteed, and the Employee solely shall be interpretedresponsible for any taxes, construed and administered in a manner that satisfies penalties, interest or other losses or expenses incurred by the requirements of Sections 409A(a)(2), (3) and (4) Employee under section 409A of the Code in connection with the Award, this Award Agreement and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectAward Summary.

Compliance with Section 409A of the Code. All (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation the severance payments and benefits payable under Section 6 will be paid to Executive if Executive is a Specified Employee until the six-month anniversary of Executive’s Separation From Service to the extent that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. (includingb) To the extent applicable, without limitation, the this Agreement shall be interpreted and applied consistent and in accordance with Section 409A Payments) are intended 409A. The parties agree to comply act in good faith in complying with the requirements of Section 409A. For purposes of this Agreement, all references to “termination”, “termination of employment”, Date of Termination and correlative phrases shall mean a Separation From Service. In the event additional regulations or other guidance are issued under Section 409A or a court of competent jurisdiction provides additional authority concerning the Codeapplication of Section 409A with respect to the payments described in this Agreement, then the parties agree to act in good faith to amend the provisions of this Agreement to permit such payments to be made at the earliest time permitted under such additional regulations, guidance or authority that as closely as practicable achieves the original intent of this Agreement. Certain payments and benefits payable Each payment under this Agreement are intended to as a result of a Separation From Service shall be exempt from the requirements considered a separate payment for purposes of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. 409A. (c) To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code409A, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, separate payment or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable benefit under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision otherwise shall not be effective and shall be null and void with respect deemed “nonqualified deferred compensation” subject to such compensation, benefits or other payments Section 409A to the extent provided in the exceptions in Treasury Regulation §1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. (d) To the extent that any payments or reimbursements provided to Executive under this Agreement are deemed to constitute compensation to which Treasury Regulation §1.409A-3(i)(1)(iv) would apply, such provision would cause a failure amounts shall be paid or reimbursed to complyExecutive reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amounts of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s right to such provision payments or reimbursement shall otherwise remain in full force and effectnot be subject to liquidation or exchange for any other benefit.

Compliance with Section 409A of the Code. All The payments and benefits payable to be made under this Agreement (including, without limitation, the severance payments and benefits under Section 409A PaymentsIV.F) are intended to comply be exempt from or compliant with Section 409A of the Code, and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the applicable requirements of, Section 409A of the Code. 1. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. 2. Notwithstanding anything herein to the contrary, if the Company determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Board or a committee thereof which are incorporated by reference herein. 3. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To regulations and guidance promulgated thereunder to the extent the payments and that such reimbursements or in-kind benefits under this Agreement are subject to not exempted from Section 409A of the Code, this Agreement shall including where applicable, the requirement that (a) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (b) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (c) the reimbursement of an eligible expense will be interpreted, construed and administered made on or before the last day of the calendar year following the year in a manner that satisfies which the requirements of Sections 409A(a)(2), (3) expense is incurred; and (4d) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that right to reimbursement is not subject to set off or liquidation or exchange for any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectbenefit.

Compliance with Section 409A of the Code. (i) All payments and benefits payable under references in this Agreement to the termination of Executive’s employment with Company shall mean and shall be deemed to occur if and when a termination of employment that constitutes a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (includingthe “Code”), without limitation, and applicable administrative guidance issued thereunder has occurred. (ii) To the extent that any reimbursement or benefit in kind hereunder constituted deferred compensation under Section 409A Payments) are intended to comply of the Code, such reimbursement or benefit shall be administered consistently with the following additional requirements as set forth in Treas. Reg. §1.409A-3(i)(1)(iv): (1) Executive’s eligibility for or receipt of benefits or reimbursements in one calendar year will not affect Executive’s eligibility for or the amount of benefits or reimbursements in any other calendar year, (2) any reimbursement of eligible expenses will be made on or before the last day of the year following the year in which the expense was incurred, (3) Executive’s right to benefits or reimbursement is not subject to liquidation or exchange for another benefit, and (4) the right to reimbursement of expenses incurred or to the provision of benefits in kind shall terminate ten (10) years from Executive’s termination of employment, if not before. (iii) Executive’s right to installment payments, if any, hereunder, shall be treated as the right to receive a series of separate and distinct individual payments for purposes of Section 409A of the Code. Certain payments and benefits payable under . (iv) Notwithstanding any provision in this Agreement are intended to be exempt from the requirements contrary, if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code, and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code. This ), and any amount paid or benefit provided under this Agreement to or on behalf of Executive would be subject to additional taxes under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be interpreted in accordance with accumulated and paid or provided, as applicable, on the applicable requirements ofdate that is six months plus one day after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and exemptions frominterest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the Treasury Regulations thereunder. applicable administrative guidance thereunder during the six-month period following his or her separation from service that will not result in the imposition of any additional tax or penalties on such amount. (v) To the extent the payments and benefits under this Agreement are subject to that Section 409A of the CodeCode is applicable to this Agreement, the provisions of this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended interpreted as necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company such section and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority administrative guidance issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectthereunder.

Compliance with Section 409A of the Code. All It is intended that all of the payments and benefits payable under this Agreement (includingsatisfy, without limitationto the greatest extent possible, the Section 409A Payments) are intended to comply with exemptions from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Certain payments ”) provided under Treasury Regulation Sections 1.409A-1(b)(4) and benefits payable under 1.409A-1(b)(9), and this Agreement are intended will be construed to be exempt from the requirements of Section 409A of the Codegreatest extent possible as consistent with those provisions. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the CodeIf not so exempt, this Agreement shall (and any definitions hereunder) will be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply complies with Section 409A of the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulations thereunder Regulation Section 1.409A-2(b)(2)(iii)), Your right to receive any installment payments under this Agreement (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 considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if You are deemed by ChannelAdvisor at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the severance benefits provided under this Agreement, upon Separation From Service set forth herein and/or under any other applicable authority issued by the Internal Revenue Service, agreement with ChannelAdvisor are deemed to be “deferred compensation,” then to the extent permitted 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 of the Code, such payments will not be provided to You prior to the Treasury Regulations thereunder and any applicable authority issued by earliest of (i) the Internal Revenue Serviceexpiration of the six (6)-month period measured from the date of Your Separation From Service with ChannelAdvisor, (ii) the Company and the Executive agree to amend this Agreement, date of Your death or take (iii) such other actions earlier date as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of permitted under Section 409A of the CodeCode 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, the Treasury Regulations thereunder all payments deferred pursuant to this paragraph will be paid in a lump sum to You, and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other any remaining payments that are, due will be paid as otherwise provided in this Agreement or in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreementapplicable agreement. In the case of No interest will be due on any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to amounts so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectdeferred.

Compliance with Section 409A of the Code. All payments and benefits payable under (i) It is intended that this Agreement (including, without limitation, the Section 409A Payments) are intended to will comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the payments Agreement is subject thereto, and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in interpreted on a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) basis consistent with such intent. If an amendment of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended is necessary in order for it to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by parties hereto will negotiate in good faith to amend the Internal Revenue Service, Agreement in a manner that preserves the original intent of the parties to the extent permitted under reasonably possible. No action or failure to act pursuant to this Section 11(g) shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code, the Treasury Regulations thereunder and . (ii) With respect to any applicable authority issued by the Internal Revenue Service, reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the Executive agree to amend this Agreementfollowing conditions shall be applicable: (A) the amount eligible for reimbursement, or take in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other actions as calendar year (except that the Company health and dental plans may impose a limit on the Executive deem reasonably necessary amount that may be reimbursed or appropriatepaid), to cause such compensation, benefits and other payments to comply with (B) any reimbursement must be made on or before the requirements of Section 409A last day of the Codecalendar year following the calendar year in which the expense was incurred, and (C) the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, right to reimbursement or in-kind benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreementis not subject to liquidation or exchange for another benefit. In the case of any compensation, benefits or other payments that are payable Whenever a payment under this Agreement and intended specifies a payment period with reference to comply with Sections 409A(a)(2a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), (3) and (4) the actual date of payment within the specified period shall be within the sole discretion of the CodeCompany. Whenever payments under this Agreement are to be made in installments, if any provision of the Agreement would cause each such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and installment shall be null and void with respect deemed to such compensation, benefits or other payments to the extent such provision would cause be a failure to comply, and such provision shall otherwise remain in full force and effect.separate payment for purposes of Section 409A.

Compliance with Section 409A of the Code. All payments The Award covered by this Notice and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are is intended to be exempt excepted from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofcoverage under, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Codecompliant with, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements provisions of Section 409A of the Code, and the Treasury Regulations thereunder regulations and other applicable authority issued by guidance promulgated thereunder (“409A”). Notwithstanding the Internal Revenue Serviceforegoing or any other provision of this Notice and Agreement or the Plan to the contrary, while providing compensationif the Award is subject to the provisions of 409A (and not exempted therefrom), benefits the provisions of this Notice and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended the Plan shall be administered, interpreted and construed in a manner necessary to comply with Sections 409A(a)(2), 409A (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments disregarded to the extent such provision would cause cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of 409A, Employee agrees that the Company may, without the consent of Employee, modify this Notice and Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of 409A or to provide such payments or benefits in a failure manner that complies with the provisions of 409A such that they will not be subject to complythe imposition of taxes and/or interest thereunder. If, at the time of Employee’s separation from service (within the meaning of 409A), (a) Employee shall be a specified employee (within the meaning of 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of 409A) the settlement of which is required to be delayed pursuant to the six-month delay rule set forth in 409A in order to avoid taxes or penalties under 409A, then the Company shall not settle such amount on the otherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the Company makes no representations and/or warranties with respect to compliance with 409A, and such provision Employee recognizes and acknowledges that 409A could potentially impose upon Employee certain taxes and/or interest charges for which Employee is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitationIf the Employee is not eligible for Retirement during the vesting period applicable to the Restricted Stock Units, the Section 409A Payments) Restricted Stock Units are intended to comply with the requirements of be exempt from Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended If the Employee is eligible for Retirement during the vesting period applicable to be exempt from the requirements of Section 409A Restricted Stock Units such that some or all of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement Restricted Stock Units are subject to Section 409A of the Code, this Agreement and the Restricted Stock Units shall be interpreted, construed administered and administered interpreted in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) compliance with Section 409A of the Code and to the Treasury Regulations thereunder If extent applicable. Notwithstanding the foregoing, if the Company and determines that the Executive determine that any compensation, benefits Restricted Stock Units may not either be exempt from or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply compliant with Section 409A of the Code, the Treasury Regulations thereunder Company may adopt such amendments or other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other applicable authority issued by actions, that the Internal Revenue ServiceCompany determines are necessary or appropriate, as applicable, to (x) exempt the extent permitted under Restricted Stock Units from Section 409A of the Code, or (y) comply with the Treasury Regulations thereunder and any applicable authority issued by requirements of Section 409A of the Internal Revenue ServiceCode; provided, however, that there is no obligation on the part of the Company and to adopt any such amendment, policy or procedure or take any such other action. If the Executive agree Employee is a “specified employee” as defined in Section 409A of the Code as of the Employee’s separation from service, to amend the extent any Restricted Stock Units are subject to Section 409A of the Code, then to the extent required by Section 409A of the Code, no payments due under this AgreementAgreement may be made until the earlier of: (A) the first day of the seventh month following the Employee’s separation from service, or take such other actions as (B) the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments Employee’s date of death. If this Agreement fails to comply with the requirements of Section 409A of the Code, neither the Treasury Regulations thereunder and other applicable authority issued Company nor any of its Affiliates shall have any liability for any tax, penalty or interest imposed on the Employee by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code, if and the Employee shall have no recourse against the Company or any provision of its Affiliates for payment of any such tax, penalty or interest imposed by Section 409A of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectCode.

Compliance with Section 409A of the Code. All payments and (a) Notwithstanding anything contained in this Agreement to the contrary, if the Executive is a “specified employee,” as determined under Energy Group’s policy for determining specified employees on the Date of Termination, then to the extent required in order to comply with Section 409A of the Code, all payments, benefits payable or reimbursements paid or provided under this Agreement (including, without limitation, that constitute a “deferral of compensation” within the Section 409A Payments) are intended to comply with the requirements meaning of Section 409A of the Code. Certain , that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Date of Termination) within 30 days after the first business day following the six month anniversary of such Date of Termination (or, if the Executive dies during such six-month period, within 30 days after the Executive’s death). (b) It is intended that the payments and benefits payable provided under this Agreement are intended to shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofconstrued, administered, and exemptions fromgoverned in a manner that effects such intent, and Energy Group shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon Executive. Although Energy Group shall use its best efforts to avoid the imposition of taxation, interest and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted penalties under Section 409A of the Code, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither Energy Group, its affiliates, directors, officers, employees nor its advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive or other taxpayer as a result of the Agreement. Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury Regulations thereunder and any applicable authority issued by or the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All Certain payments and benefits payable under contemplated by this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements may be “deferred compensation” for purposes of Section 409A of the Code. Certain Accordingly, the following provisions shall be in effect for purposes of avoiding or mitigating any adverse tax consequences to the Executive under Section 409A: (a) A termination of employment will 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, for purposes of any such provision of this Agreement, references herein to “termination”, “termination of employment” or similar terms will mean “separation from service”. (b) The intent of the parties hereto is that payments and benefits payable under this Agreement are intended to comply with or be exempt from Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in compliance therewith or exempt therefrom. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (c) To the extent any provisions of this Agreement would otherwise contravene one or more requirements or limitations of Code Section 409A, then the Company and the Executive may, within any applicable time period provided under the Treasury Regulations issued under Code Section 409A, effect through mutual agreement the appropriate amendments to those provisions which are necessary in order to bring the provisions of this Agreement into compliance with Code Section 409A, provided such amendments shall not reduce the dollar amount of any such item of deferred compensation or adversely affect the vesting provisions applicable to such item or otherwise reduce the present value of that item. If any legislation is enacted during the term of this Agreement which imposes a dollar limit on deferred compensation, then the Executive will cooperate with the Company in restructuring any items of compensation under this Agreement that are deemed to be deferred compensation subject to such limitation, provided such restructuring shall not reduce the dollar amount of any such item or adversely affect the vesting provisions applicable to such item or otherwise reduce the present value of that item. (d) Notwithstanding any provision to the contrary in this Agreement, if (i) the Company, in its good faith discretion, determines that any payments or benefits described in this Agreement would constitute non-exempt deferred compensation for purposes of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, (ii) the Executive is a “specified employee” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder) at the time of his termination of employment, then such payments or benefits shall not be made or paid to the Executive prior to the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” or (B) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments deferred pursuant to this Subsection 22(d) shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. (e) For purposes of Code Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment will be made within thirty (30) days following the Termination Date”), the actual date of payment within the specified period will be determined solely by the Company. (g) Notwithstanding any other provision herein to the contrary, in no event will any payment that constitutes non-exempt deferred compensation subject to Code Section 409A, as determined in good faith by the Company, be subject to offset, counterclaim, or recoupment by any other amount payable to the Executive unless otherwise permitted by Code Section 409A. (h) To the extent the payments and that reimbursements or other in-kind benefits under this Agreement are subject constitute non-exempt deferred compensation for purposes of Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to Section 409A the last day of the Code, this Agreement shall be interpreted, construed and administered taxable year following the taxable year in a manner that satisfies which such expenses were incurred by the requirements of Sections 409A(a)(2)Executive, (3ii) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, right to such reimbursement or in-kind benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect subject to such compensation, benefits liquidation or other payments to the extent such provision would cause a failure to complyexchange for another benefit, and (iii) no such provision reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall otherwise remain in full force and effectany way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

Compliance with Section 409A of the Code. All payments The Agreement and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement Plan are intended to be exempt from the requirements provisions of Section 409A of the Code to the maximum extent permitted by applicable law. To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. This Agreement For purposes of complying with Section 409A of the Code, the Award shall be treated as payable upon the later to occur of (A) the date on which the Award ceases to be subject to a substantial risk of forfeiture and (B) the earliest of (x) the last day of the Performance Period, (y) the Employee’s separation from service and (z) the Employee’s death. The Agreement and the Plan shall be administered and interpreted in accordance a manner consistent with the applicable requirements ofthis intent, and exemptions from, any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Treasury Regulations thereunderCompany without the consent of the Employee). To If the extent the payments and benefits under this Agreement are Award is subject to Section 409A of the Code, this Agreement a retirement or termination of employment shall not be interpreted, construed and administered in a manner that satisfies the requirements deemed to occur for purposes of Sections 409A(a)(2), (3) and (4) any provision of the Code and Agreement providing for the Treasury Regulations thereunder If payment of any amounts upon or following retirement or termination of employment unless such retirement or termination is also a “separation from service” within the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements meaning of Section 409A of the Code, and for purposes of any such provision in the Agreement, references to a “termination,” “termination of employment,” “retire,” “retirement” or like terms shall mean “separation from service.” Notwithstanding anything in the Agreement to the contrary, if the Award is subject to Section 409A of the Code, and if the Employee is a “Specified Employee” (within the meaning of the Company’s Specified Employee Policy for 409A Arrangements) as of the date the Employee ceases to be an employee of the Company, then such payout shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee ceased to be an employee of the Company (or, if earlier, the calendar month following the calendar month of the Employee’s death), to the extent required by Section 409A of the Code. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under To the extent applicable, it is intended that this Agreement (including, without limitation, and the Section 409A Payments) are intended to Plan comply with the requirements provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A (a) (1) of the Code do not apply to the Grantee. Certain payments This Agreement and benefits payable under the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement are intended or the Plan to be exempt from the requirements of fail to satisfy Section 409A of the Code. This Agreement shall Code will have no force and effect unless and until amended to comply with Section 409A of the Code (which amendment may be interpreted in accordance with retroactive to the applicable requirements of, and exemptions from, extent permitted by Section 409A of the Code and may be made by the Treasury Regulations thereunderCompany without the consent of the Grantee). To In particular, to the extent the payments Grantee has a right to receive payment pursuant to ARTICLE III or ARTICLE IV and benefits the event triggering the right to payment does not constitute a permitted distribution event under this Agreement are subject to Section 409A 409A(a)(2) of the Code, this Agreement shall be interpretedthen notwithstanding anything to the contrary in ARTICLE III, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2)ARTICLE IV or ARTICLE VII above, (3) and (4) issuance of the Code and Common Shares will be made, to the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended extent necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, to the Grantee on the earlier of (a) the Grantee's “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if the Grantee is a “specified employee” (within the meaning of Section 409A), the Grantee's date of issuance of the Common Shares will be the date that is six months after the date of the Grantee's separation of service; (b) the date the payment would otherwise occur under this Agreement (to the extent it constitutes a permitted distribution event); or (c) the Grantee's death. References to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (includingTo the fullest extent applicable, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments amounts and benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Code Section 409A and, to the extent that any such amount or benefit is or becomes subject to Code Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with such final Treasury regulations, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code. This Agreement shall Code with respect to such amounts or benefits and will be interpreted and administered to the extent possible in accordance a manner consistent with the applicable requirements offoregoing statement of intent. Notwithstanding anything herein to the contrary, (i) if on the date the Employee “separates from service” within the meaning of Treasury Regulation section 1.409A-1(h), (A) the Company is publicly traded, (B) the Employee is a Specified Employee, and exemptions from, (C) the Company reasonably determines that (x) a payment or benefit payable hereunder as a result of the Employee’s termination of employment constitutes nonqualified deferred compensation that is subject to the requirements of Section 409A of the Code and (y) the Treasury Regulations thereunder. To deferral of the extent the commencement of such payments and or benefits is necessary in order to prevent any accelerated or additional tax under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If then the Company will withhold and accumulate such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the Executive determine date that any compensation, benefits is six months following Employee’s separation from service date (or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent earliest date as is permitted under Section 409A of the Code), at which time the Treasury Regulations thereunder withheld and accumulated payments shall be paid to the Employee in a single lump sum payment and (ii) if any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments of money or other benefits due to comply with Employee hereunder could cause the requirements application of an accelerated or additional tax under Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other such payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable benefits shall be deferred if deferral will make such payment or other benefits compliant under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code, if any provision of the Agreement would cause or otherwise such compensation, benefits payment or other payments to fail to so comply, such provision shall not be effective and benefits shall be null and void with respect to such compensationrestructured, benefits or other payments to the extent possible, in a manner, determined by the Company, that does not cause such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectan accelerated or additional tax.

Compliance with Section 409A of the Code. All (i) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to the Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following the Executive’s separation from service, or, if later, such time as required by Section 7(d)(iv). Except as required by Section 7(d)(iv), any installment payments that would have been made to the Executive during the sixty (60) day period immediately following the Executive’s separation from service but for the preceding sentence will be paid to the Executive on the sixtieth (60th) day following the Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) It is intended that each installment of the payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Section 5 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and any amounts paid under this Agreement that qualify under either of such exemptions will not constitute Deferred Payments for purposes of clause (i) above. (iv) Any provision of this Agreement to the contrary notwithstanding, if, at the time of the Executive’s Date of Termination, the Executive is a “specified employee,” within the meaning of Section 409A of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of his separation from service would be considered nonqualified deferred compensation under Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after the separation from service and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7(d) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a 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. (v) Any reimbursements provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (ii) the amount of expenses eligible for reimbursement in any given calendar year shall not affect the expenses that the Company is obligated to reimburse in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 409A Payments105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) the Executive’s right to have the Company pay or provide such reimbursements may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements apply later than the Executive’s remaining lifetime. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code. Certain severance payments and benefits payable to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company reserves the right to amend this Agreement are intended to be exempt from as it considers necessary or advisable, in its sole discretion and without the requirements of Section 409A consent of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofExecutive or any other individual, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) any provision required to avoid the imposition of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. In no event will any member of the CodeCompany Group reimburse, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Serviceindemnify, the Company and or hold harmless the Executive agree to amend this Agreementfor any taxes, penalties and interest that may be imposed, or take such other actions costs that may be incurred, as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements a result of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.409A.

Compliance with Section 409A of the Code. All (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation the severance payments and benefits payable under Section 6 will be paid to Executive if Executive is a Specified Employee until the six- month anniversary of Executive’s Separation From Service to the extent that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. (includingb) To the extent applicable, without limitation, the this Agreement shall be interpreted and applied consistent and in accordance with Section 409A Payments) are intended 409A. The parties agree to comply act in good faith in complying with the requirements of Section 409A. For purposes of this Agreement, all references to “termination”, “termination of employment”, Date of Termination and correlative phrases shall mean a Separation From Service. In the event additional regulations or other guidance are issued under Section 409A or a court of competent jurisdiction provides additional authority concerning the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements application of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent respect to the payments and benefits under described in this Agreement are subject Agreement, then the parties agree to Section 409A act in good faith to amend the provisions of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), this (3c) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to To the extent permitted under Section 409A of the Code409A, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, separate payment or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable benefit under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision otherwise shall not be effective and shall be null and void with respect deemed “nonqualified deferred compensation” subject to such compensation, benefits or other payments Section 409A to the extent provided in the exceptions in Treasury Regulation §1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. (d) To the extent that any payments or reimbursements provided to Executive under this Agreement are deemed to constitute compensation to which Treasury Regulation §1.409A-3(i)(1)(iv) would apply, such provision would cause a failure amounts shall be paid or reimbursed to complyExecutive reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amounts of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s right to such provision payments or reimbursement shall otherwise remain in full force and effectnot be subject to liquidation or exchange for any other benefit.

Compliance with Section 409A of the Code. All payments and benefits payable under To the extent applicable, it is intended that this Agreement (including, without limitation, and the Section 409A Payments) are intended to Plan comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). In particular, to the extent the Performance Shares shall be deemed to be earned upon a Change in Control pursuant to Section 6 and such Change in Control does not constitute a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” (determined in accordance with Section 409A), then notwithstanding that the Performance Shares shall be deemed to be earned upon the Change in Control or anything to the contrary in Section 6, payment which in such case may be in the form of Common Shares, cash or a combination of Common Shares and cash, as determined by the Committee in its sole discretion, will be made, to the extent necessary to comply with the provisions of Section 409A of the Code, to the Grantee on the earlier of (a) the Grantee’s “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if the Grantee is a “specified employee” (within the meaning of Section 409A), the payment date shall be the date that is six months after the date of the Grantee’s separation of service with the Company, (b) the date payment otherwise would have made under Section 5 above, or (c) the Grantee’s death. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under The Award of RSUs covered by this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are is intended to be exempt excepted from coverage under, or compliant with, the requirements provisions of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunderregulations and other guidance promulgated thereunder (“Section 409A”). To Notwithstanding the extent the payments and benefits under foregoing or any other provision of this Agreement are or the Plan to the contrary, if all or any portion of the Award of RSUs is subject to the provisions of Section 409A (and not exempted therefrom), the provisions of the Code, this Agreement and the Plan shall be interpretedadministered, interpreted and construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, (or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments disregarded to the extent such provision would cause cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, the Participant agrees that the Company may, without the consent of the Participant, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a failure manner that complies with the provisions of Section 409A such that they will not be subject to complythe imposition of taxes and/or interest thereunder. If, at the time of the Participant’s separation from service (within the meaning of Section 409A), (A) the Participant shall be a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by the Company from time-to-time) and (B) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the settlement of which is required to be delayed pursuant to the six (6) month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not settle such amount on the otherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six (6) month period. Notwithstanding the foregoing, the Company makes no representations and/or warranties with respect to compliance with Section 409A, and such provision the Participant recognizes and acknowledges that Section 409A could potentially impose upon the Participant certain taxes and/or interest charges for which the Participant is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with Section 409A of the requirements Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly. References under this Agreement to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Certain Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with Catalent and its affiliates Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of 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 Catalent 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 Executive) until the date that is six months following Executive’s termination of employment with Catalent (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 11(h) shall be paid to Executive in a lump sum and (ii) if any other payments of money or other benefits payable due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are intended constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, each payment made under this Agreement will be exempt from designated as a “separate payment” within the requirements meaning of Section 409A of the Code. This Agreement Catalent shall be interpreted consult with Executive in accordance with good faith regarding the applicable requirements of, and exemptions from, Section 409A implementation of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under provisions of this Agreement are subject Section 11(h); provided that neither Catalent nor any of its employees or representatives shall have any liability to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectthereto.

Compliance with Section 409A of the Code. All payments and benefits payable under Notwithstanding any provision in this Agreement (including, without limitation, to the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Codecontrary, this Agreement shall be interpreted, construed and administered operated, to the extent applicable, in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply accordance with Section 409A of the Code, the Treasury Regulations thereunder Code and regulations and other applicable authority guidance issued by the Internal Revenue Service, thereunder. For purposes of determining whether any payment made pursuant to the extent permitted under Section 409A Agreement results in a “deferral of compensation” within the Code, the meaning of Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue ServiceRegulation §1.409A-1(b), the Company shall maximize the exemptions described in such section, as applicable, including but not limited to the short term deferral exception under Treasury Regulation §1.409A-1(b)(4) and the involuntary separation from service exception under Treasury Regulation §1.409A-1(b)(9)(iii). Any expense reimbursements under this Agreement shall be made by Company on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, and the amount of expenses for which Executive agree to amend this Agreement, or take such other actions as is eligible for reimbursement during any taxable year of the Executive shall not be paid by the Company in any manner that affects the amount of expenses for which Executive is eligible for reimbursement in any other taxable year. No right of Executive to reimbursement shall be subject to liquidation or exchange for any other benefit. If any deferred compensation payment is payable upon separation from service and is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code because the Executive deem reasonably necessary is a “specified employee”, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following expiration of such six month period. Any reference to a “termination of employment” or appropriate, to cause such compensation, benefits and other payments to comply similar term or phrase with this Agreement shall be interpreted as a “separation from service” within the requirements meaning of Section 409A of and the Code, the Treasury Regulations thereunder and other applicable authority regulations issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectthereunder.

Compliance with Section 409A of the Code. All payments and benefits payable under (a) Notwithstanding the other provisions hereof, this Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with the requirements of Section 409A of the Code, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code. Certain Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A of the Code and regulations thereunder. All payments and benefits payable to be made upon a termination of employment under this Agreement are intended may only be made upon a “separation from service” under Section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be exempt made under this Agreement. (b) Notwithstanding any provision to the contrary in this Agreement, if on the date of Executive’s separation from service, Executive is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor’s) “specified employee” determination policy, then all severance benefits payable to Executive under this Agreement that are deemed as deferred compensation subject to the requirements of Section 409A of the Code. This Agreement Code shall be interpreted in accordance postponed for a period of six months following Executive’s separation from service with the applicable requirements ofCompany (or any successor thereto). The postponed amounts shall be paid to Executive in a lump sum on the first business day after the date that is six months following Executive’s separation from service with the Company (or any successor thereto). If Executive dies during such six-month period and prior to payment of the postponed amounts hereunder, and exemptions from, the amounts delayed on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within 75 days after Executive’s death. (c) All reimbursements provided under this Agreement that are provided under a nonqualified deferred compensation plan within the meaning of Section 409A of the Code and the Treasury Regulations thereunderTreas. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement Reg. §1.409A-1(a) shall be interpreted, construed and administered made or provided in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply accordance with the requirements of Section 409A of the CodeCode and Treas. Reg. §1.409A-3(i)(1)(iv). (d) Notwithstanding anything herein to the contrary, if Executive is entitled to severance benefits prior to the Change of Control in a form other than in a lump sum, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, severance benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement in the form of a lump sum shall only be paid in a lump sum if the Change of Control qualifies as a 409A Change of Control and intended to comply with Sections 409A(a)(2), (3) and (4) the Executive’s Date of Termination occurs within the two year period following the date of the Code, if any provision 409A Change of Control. If the Change of Control does not qualify as a 409A Change of Control or Executive’s Date of Termination is after the second anniversary of the 409A Change of Control, the severance benefits payable under this Agreement would cause such compensation, will be payable in the same form as the severance benefits or other payments that were payable to fail Executive for periods prior to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectChange of Control.

Compliance with Section 409A of the Code. All payments and benefits payable under To the extent applicable, it is intended that this Agreement (including, without limitation, and the Section 409A Payments) are intended to Plan comply with the requirements provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A (a) (1) of the Code do not apply to the Grantee. Certain payments This Agreement and benefits payable under the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement are intended or the Plan to be exempt from the requirements of fail to satisfy Section 409A of the Code. This Agreement shall Code will have no force and effect unless and until amended to comply with Section 409A of the Code (which amendment may be interpreted in accordance with retroactive to the applicable requirements of, and exemptions from, extent permitted by Section 409A of the Code and may be made by the Treasury Regulations thereunderCompany without the consent of the Grantee). To In particular, to the extent the payments Grantee has a right to receive payment pursuant to ARTICLE III or ARTICLE IV and benefits the event triggering the right to payment does not constitute a permitted distribution event under this Agreement are subject to Section 409A 409A(a)(2) of the Code, this Agreement shall be interpretedthen notwithstanding anything to the contrary in ARTICLE III, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2)ARTICLE IV or ARTICLE VII above, (3) and (4) issuance of the Code and Common Shares will be made, to the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended extent necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, to the Grantee on the earlier of (a) the Grantee's “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if the Grantee is a “specified employee” (within the meaning of Section 409A), the Grantee's date of issuance of the Common Shares will be the date that is six months after the date of the Grantee's separation of service; (b) the date the payment would otherwise occur under this Agreement (to the extent it constitutes a permitted distribution event); or (c) the Grantee's death. References to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, . Although the Company intends to administer this Agreement and the Executive agree to amend this AgreementPlan so that the Performance Units will be exempt from, or take such other actions as the Company and the Executive deem reasonably necessary or appropriatewill comply with, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by Company does not warrant that the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less Performance Units will qualify for favorable than the compensation, benefits and other payments provided tax treatment under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code, if Code or any other provision of the Agreement would cause such compensationfederal, benefits state, local, or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectforeign tax law.

Compliance with Section 409A of the Code. All payments and benefits payable i. Anything in this Award Agreement to the contrary notwithstanding, no payment of an Award that constitutes an item of nonqualified deferred compensation under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and becomes payable by reason of the Treasury Regulations Participant’s termination of employment or service with the Company shall be made to the Participant unless the Participant’s termination of service constitutes a “separation from service” (within the meaning of Section 409A of the Code and any regulations or other guidance thereunder). In addition, no such payment or distribution of nonqualified deferred compensation shall be made to the Participant prior to the earlier of (a) the expiration of the six-month period measured from the date of the Participant’s separation from service or (b) the date of the Participant’s death, if the Participant is deemed at the time of such separation from service to be a “specified employee” (within the meaning of Section 409A of the Code and any regulations or other guidance thereunder) and to the extent such delay is otherwise required in order to avoid a prohibited distribution under Section 409A of the Code and any regulations or other guidance thereunder. To All payments which are delayed pursuant to the immediately preceding sentence shall be paid to the Participant in a lump sum upon expiration of such six-month period (or, if earlier, upon the Participant’s death). ii. This Agreement and the Award granted hereunder shall be interpreted, construed and operated to reflect the intent of the Company that all aspects of the Plan, this Agreement and the Award granted hereunder shall be interpreted either to be exempt from the provisions of Section 409A of the Code or, to the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder Code and any regulations and other applicable authority issued by guidance thereunder. This Agreement may be amended at any time, without the Internal Revenue Serviceconsent of any party, to avoid the application of Section 409A of the Code in a particular circumstance or to the extent permitted that is necessary or desirable to satisfy any of the requirements under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, but the Company and the Executive agree shall not be under any obligation to amend make any such amendment. Nothing in this Agreement, or Agreement shall provide a basis for any person to take such other actions as action against the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of an Affiliate based on matters covered by Section 409A of the Code, including the Treasury Regulations thereunder tax treatment of any Award made under the Plan, and neither the Company nor any Affiliate shall under any circumstances have any liability to the Participant or the Participant's estate or any other applicable authority issued by the Internal Revenue Serviceparty for any taxes, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided penalties or interest due on amounts paid or payable under this Agreement. In the case of any compensation, benefits including taxes, penalties or other payments that are payable interest imposed under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are This Award is intended to comply with be exempt from the requirements application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Certain payments and benefits payable under this Agreement are intended Notwithstanding the foregoing, if it is determined that the Award fails to be exempt from satisfy the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofshort-term deferral rule and is otherwise not exempt from, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are determined to be deferred compensation subject to Section 409A of the Code, this Agreement Award shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “Separation from Service” (within the meaning of Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition thereunder), then the Treasury Regulations thereunder issuance of any shares that would otherwise be made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and other applicable authority will instead be issued by in a lump sum on the Internal Revenue date that is six (6) months and one day after the date of the Separation from Service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the extent permitted imposition of adverse taxation on you in respect of the shares under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements . Each installment of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments shares that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and vests is intended to comply with Sections 409A(a)(2constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b) (2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Paymentsa) are The Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and, to the maximum extent permitted, this Agreement shall be construed and administered consistent with such intent. Notwithstanding anything contained herein to the contrary, if the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A, references in this Agreement to payment or settlement of amounts under this Agreement within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4), shall not apply, and instead payments will be made on the applicable payment date or a later date within the same taxable year of the Participant, or if such timing is administratively impracticable, by the 15th day of the third calendar month following the date specified herein. For clarity, the Participant is not permitted to designate the taxable year of payment. Each installment of shares of Stock that becomes payable in respect of nonforfeitable RSUs subject to the Award is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of Section 409A of the Code. Certain payments and benefits . (b) In the event that the Company determines that any amounts payable hereunder may be taxable to the Participant under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code prior to the payment and/or delivery to the Participant of such amount, the Committee may adopt such amendments to the Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Treasury Regulations thereunder. To Committee determines necessary or appropriate to preserve the extent intended tax treatment of the payments benefits provided by the RSUs and benefits under this Agreement. (c) Notwithstanding any provision of this Agreement are subject to Section 409A the contrary, in light of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply uncertainty with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, respect to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement and the terms of the RSUs as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Participant harmless from any or all of such taxes or penalties. (d) Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All (a) It is intended that each installment of the payments and benefits payable under provided for in this Agreement (includingis a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payment of the amounts set forth in this Agreement satisfy, without limitationto the greatest extent possible, the Section 409A Payments) are intended to comply with exemptions from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to ”) (Section 409A of the Code, this Agreement shall be interpretedtogether, construed and administered in a manner that satisfies the requirements with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 409A(a)(21.409A-1(b)(4), (31.409A-1(b)(5) and 1.409A-1(b)(9). (4b) of Notwithstanding the Code and the Treasury Regulations thereunder If foregoing, if the Company and (or, if applicable, the Executive determine successor entity thereto) determines that any compensationthe Severance Payments, the Change of Control Payments, health benefits or and/or other payments that are payable benefits provided under this Agreement and intended to comply with Sections 409A(a)(2), (3the “Agreement Payments”) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the CodeCompany or any successor entity thereto, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take as such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of term is defined in Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4409A(a)(2)(B)(i) of the Code, if any provision then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and Payments shall be null delayed as follows: on the earlier to occur of (i) the date that is six months and void with respect one day after Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to such compensation, benefits or other payments Executive a lump sum amount equal to the extent such provision sum of the Agreement Payments that Executive would cause a failure otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to comply, this Section 4(b) and such provision shall otherwise remain (B) commence paying the balance of the Agreement Payments in full force and effectaccordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A of the Code. All Certain payments and benefits payable under contemplated by this Agreement (including, without limitationmay be “deferred compensation” for purposes of Section 409A. Accordingly, the following provisions shall be in effect for purposes of avoiding or mitigating any adverse tax consequences to the Executive under Section 409A Payments409A: (a) are intended A termination of employment will not be deemed to comply with have occurred for purposes of any provision of this Agreement providing for the requirements 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 409A, for purposes of any such provision of this Agreement, references herein to “termination,” “termination of employment,” or similar terms will mean “separation from service.” (b) The intent of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the parties hereto is that payments and benefits under this Agreement are subject to comply with or be exempt from Section 409A of and the Coderegulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall will be interpretedinterpreted to be in compliance therewith or exempt therefrom. In no event whatsoever will the Company be liable for any additional tax, construed and administered in a manner interest or penalty that satisfies may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. (c) To the extent any provisions of this Agreement would otherwise contravene one or more requirements or limitations of Sections 409A(a)(2)Section 409A, (3) and (4) of the Code and the Treasury Regulations thereunder If then the Company and the Executive determine may, within any applicable time period provided under the Treasury Regulations issued under Section 409A, effect through mutual agreement the appropriate amendments to those provisions which are necessary in order to bring the provisions of this Agreement into compliance with Section 409A, provided such amendments shall not reduce the dollar amount of any such item of deferred compensation or adversely affect the vesting provisions applicable to such item or otherwise reduce the present value of that item. If any legislation is enacted during the term of this Agreement which imposes a dollar limit on deferred compensation, benefits or other payments that are payable then the Executive will cooperate with the Company in restructuring any items of compensation under this Agreement and intended that are deemed to comply with Sections 409A(a)(2)be deferred compensation subject to such limitation, provided such restructuring shall not reduce the dollar amount of any such item or adversely affect the vesting provisions applicable to such item or otherwise reduce the present value of that item. (3d) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, Notwithstanding any provision to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend contrary in this Agreement, if (i) the Company, in its good faith discretion, determines that any payments or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements described in this Agreement would constitute non-exempt deferred compensation for purposes of Section 409A and (ii) the Executive is a “specified employee” (within the meaning of Section 409A and the U.S. Treasury Regulations thereunder) at the time of his termination of employment, then such payments or benefits shall not be made or paid to the Executive prior to the earlier of (A) the expiration of the Codesix (6) month period measured from the date of such “separation from service” or (B) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments deferred pursuant to this Subsection 22(d) shall be paid in a lump sum to the Treasury Regulations thereunder Executive, and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other any remaining payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. (e) For purposes of Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and intended distinct payments. (f) Whenever a payment under this Agreement specifies a payment period with reference to comply with Sections 409A(a)(2a number of days (e.g., “payment will be made within thirty (30) days following the Termination Date”), the actual date of payment within the specified period will be determined solely by the Company. (3g) and Notwithstanding any other provision herein to the contrary, in no event will any payment that constitutes non-exempt deferred compensation subject to Section 409A, as determined in good faith by the Company, be subject to offset, counterclaim, or recoupment by any other amount payable to the Executive unless otherwise permitted by Section 409A. (4h) To the extent that reimbursements or other in-kind benefits under this Agreement constitute non-exempt deferred compensation for purposes of Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the Codetaxable year following the taxable year in which such expenses were incurred by the Executive, if (ii) any provision of the Agreement would cause right to such compensation, reimbursement or in-kind benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect subject to such compensation, benefits liquidation or other payments to the extent such provision would cause a failure to complyexchange for another benefit, and (iii) no such provision reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall otherwise remain in full force and effectany way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

Compliance with Section 409A of the Code. All (i) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to the Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following the Executive’s separation from service, or, if later, such time as required by Section 7(d)(iv). Except as required by Section 7(d)(iv), any installment payments that would have been made to the Executive during the sixty (60) day period immediately following the Executive’s separation from service but for the preceding sentence will be paid to the Executive on the sixtieth (60th) day following the Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) It is intended that each installment of the payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Section 5 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and any amounts paid under this Agreement that qualify under either of such exemptions will not constitute Deferred Payments for purposes of clause (i) above. (iv) Any provision of this Agreement to the contrary notwithstanding, if, at the time of the Executive’s Date of Termination, the Executive is a “specified employee,” within the meaning of Section 409A of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of his separation from service would be considered nonqualified deferred compensation under Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after the separation from service and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7(d) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a 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. (v) Any reimbursements provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (ii) the amount of expenses eligible for reimbursement in any given calendar year shall not affect the expenses that the Company is obligated to reimburse in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 409A Payments105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) the Executive’s right to have the Company pay or provide such reimbursements may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements apply later than the Executive’s remaining lifetime. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code. Certain severance payments and benefits payable to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company reserves the right to amend this Agreement are intended to be exempt from as it considers necessary or advisable, in its sole discretion and without the requirements of Section 409A consent of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofExecutive or any other individual, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) any provision required to avoid the imposition of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. In no event will any member of the CodeCompany Group reimburse, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Serviceindemnify, the Company and or hold harmless the Executive agree to amend this Agreementfor any taxes, penalties and interest that may be imposed, or take such other actions costs that may be incurred, as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements a result of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.409A.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent applicable, and will be interpreted accordingly. References under this Agreement to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company and its affiliates Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of 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 Executive) until the date that is six months following Executive’s termination of employment with the Company and its affiliates (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 12(i) shall be paid to Executive in a lump sum and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the Treasury Regulations thereunder and any applicable authority issued application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Internal Revenue ServiceBoard, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits and other payments shall be paid to comply Executive in a manner consistent with the requirements Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable each payment made under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) will be designated as a “separate payment” within the meaning of Section 409A of the Code, if any provision . The Company shall consult with Executive in good faith regarding the implementation of the Agreement would cause such compensation, benefits provisions of this Section 12(i); provided that neither the Company nor any of its employees or other payments representatives shall have any liability to fail to so comply, such provision shall not be effective and shall be null and void Executive with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectthereto.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections Section 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections Section 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections Section 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments The Agreement and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement Plan are intended to be exempt from the requirements provisions of Section 409A of the Code to the maximum extent permitted by applicable law. To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. This The Agreement and the Plan shall be administered and interpreted in accordance a manner consistent with the applicable requirements ofthis intent, and exemptions from, any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Treasury Regulations thereunderCorporation without the consent of the Employee). To A retirement or termination of employment shall not be deemed to occur for purposes of any provision of the extent Agreement providing for the payments payment of any amounts upon or following retirement or termination of employment unless such retirement or termination is also a “separation from service” within the meaning of Section 409A of the Code, and benefits under this for purposes of any such provision in the Agreement, references to a “termination,” “termination of employment,” “retire,” “retirement” or like terms shall mean “separation from service.” Notwithstanding anything in the Agreement are to the contrary, if the Award is subject to Section 409A of the Code, this Agreement and if the Employee is a Specified Employee (within the meaning of the Corporation’s Specified Employee Policy for 409A Arrangements) as of the date the Employee ceases to be an employee of the Corporation, then such payout shall be interpreted, construed delayed until and administered in a manner that satisfies made during the requirements of Sections 409A(a)(2), (3) and (4) seventh calendar month following the calendar month during which the Employee ceased to be an employee of the Code and Corporation (or, if earlier, the Treasury Regulations thereunder If calendar month following the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) calendar month of the Code do not comply with Employee’s death) to the extent required by Section 409A of the Code. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All (a) Although the payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable provided under this Agreement are intended to be exempt from the application of, or otherwise comply with, the requirements of Section 409A of the CodeCode (“Section 409A”), the tax treatment of the payments and benefits provided under this Agreement is not warranted or guaranteed. Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A to the maximum extent possible. This Agreement shall be interpreted in accordance with the applicable requirements ofconstrued, administered, and exemptions fromgoverned in a manner that effects such intent, Section 409A of the Code and the Treasury Regulations thereunderCompany shall not take any action that would be inconsistent with such intent. To Without limiting the extent foregoing, the payments and benefits provided under this Agreement are subject to Section 409A of the Codemay not be deferred, this Agreement shall be interpretedaccelerated, construed and administered extended, paid out or modified in a manner that satisfies would result in the requirements imposition of Sections 409A(a)(2)an additional tax under Section 409A upon the Executive. (b) If neither the “short-term deferral” nor the involuntary separation pay exceptions to Section 409A described above applies to a benefit, payment or reimbursement under this Agreement, then notwithstanding any provision herein to the contrary, the remaining provisions of this Section 7.8(b) shall apply. (3i) If the Executive is a “specified employee,” as determined under the Company’s policy for identifying specified employees on the Date of Termination, then to the extent required in order to comply with Section 409A, all payments and benefits provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (4together with interest on the delayed amount at the applicable federal rate under Section 7872(f)(2)(A) of the Code and in effect on the Treasury Regulations thereunder If Date of Termination) within thirty (30) days after the Company and first business day following the sixth (6th) month anniversary of such Date of Termination (or, if the Executive determine that any compensationdies during such six-(6-)month period, benefits then within thirty (30) days after the Executive’s death). (ii) To the extent required by Section 409A, each reimbursement or other payments that are payable in-kind benefit provided under this Agreement and intended that will not be excluded from Executive’s income when received is subject to comply with Sections 409A(a)(2)the following requirements: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year can not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (3ii) any reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (4iii) the right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. (c) Although the Company will endeavor to avoid the imposition of the Code do not comply with Section 409A of the Codetaxation, the Treasury Regulations thereunder interest and other applicable authority issued by the Internal Revenue Service, to the extent permitted penalties under Section 409A of the Code, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Patheon Group nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive or other taxpayer as a result of the Agreement. Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury Regulations thereunder and any applicable authority issued by or the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. (i) All payments and benefits payable provided under this the Agreement (including, without limitation, the Section 409A Payments) are intended to comply with satisfy the requirements for an exemption from application of Section 409A of the CodeCode to the maximum extent that an exemption is available and any ambiguities herein shall be interpreted accordingly. Certain Notwithstanding anything to the contrary set forth herein, any payments and benefits payable provided under this the Agreement are intended to be exempt from that constitute “deferred compensation” within the requirements meaning of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the regulations and other guidance thereunder shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service,” as such term is defined in Treasury Regulations thereunder. To the extent Section 1.409A-1(h). (ii) It is intended that each installment of the payments provided for in this Section 4 is a separate “payment” for purposes of Treasury Regulations Section 1.409A2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Section 4 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(4) and benefits under 1.409A-1(b)(9)(v). (iii) Any provision of this Agreement are subject to the contrary notwithstanding if at the time of the Executive’s Date of Termination Executive is a “specified employee,” within the meaning of Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner then to the extent any payment or benefit that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable becomes entitled to under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) on account of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted his Separation from Service would be considered nonqualified deferred compensation under Section 409A of the Code, such payment or benefit shall be paid or provided at the Treasury Regulations thereunder date which is the earlier of (i) six (6) months and one day after the Date of Termination and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 4(d) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a lump-sum, and any applicable authority issued by remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Internal Revenue Service, normal payment dates specified for them herein. (iv) Any reimbursements provided under this Agreement that constitute deferred compensation within the Company and meaning of Section 409A of the Executive agree to amend this Agreement, Code shall be made or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply provided in accordance with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and including, without limitation, that (i) in no event shall any fees, expenses or other applicable authority issued amounts eligible to be reimbursed by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable Company under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) be paid later than the last day of the Codecalendar year next following the calendar year in which the applicable fees, if any provision of the Agreement would cause such compensation, benefits expenses or other payments amounts were incurred; (ii) the amount of expenses eligible for reimbursement in any given calendar year shall not affect the expenses that the Company is obligated to fail to so complyreimburse in any other calendar year, such provision provided that the foregoing clause (ii) shall not be effective and shall be null and void violated with respect regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such compensation, benefits or other payments expenses are subject to a limit related to the extent period the arrangement is in effect; (iii) the Executive’s right to have the Company pay or provide such provision would cause a failure reimbursements may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to comply, and make such provision shall otherwise remain in full force and effectreimbursements apply later than the Executive’s remaining lifetime.

Compliance with Section 409A of the Code. (i) All payments and benefits payable provided under this the Agreement (including, without limitation, the Section 409A Payments) are intended to comply with satisfy the requirements for an exemption from application of Section 409A of the CodeCode to the maximum extent that an exemption is available and any ambiguities herein shall be interpreted accordingly. Certain Notwithstanding anything to the contrary set forth herein, any payments and benefits payable provided under this the Agreement are intended to be exempt from that constitute “deferred compensation” within the requirements meaning of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the regulations and other guidance thereunder shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service,” as such term is defined in Treasury Regulations thereunder. To the extent Section 1.409A-1(h). (ii) It is intended that each installment of the payments provided for in this Section 4 is a separate “payment” for purposes of Treasury Regulations Section 1.409A2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Section 4 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(4) and benefits under 1.409A-1(b)(9)(v). (iii) Any provision of this Agreement are subject to the contrary notwithstanding if at the time of the Executive’s Date of Termination Executive is a “specified employee,” within the meaning of Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner then to the extent any payment or benefit that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable becomes entitled to under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) on account of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted his Separation from Service would be considered nonqualified deferred compensation under Section 409A of the Code, such payment or benefit shall be paid or provided at the Treasury Regulations thereunder date which is the earlier of (i) six (6) months and one day after the Date of Termination and (ii) the date of the Executive’s death (the ‘Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 4(d) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a lump-sum, and any applicable authority issued by remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Internal Revenue Service, normal payment dates specified for them herein. (iv) Any reimbursements provided under this Agreement that constitute deferred compensation within the Company and meaning of Section 409A of the Executive agree to amend this Agreement, Code shall be made or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply provided in accordance with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and including, without limitation, that (i) in no event shall any fees, expenses or other applicable authority issued amounts eligible to be reimbursed by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable Company under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) be paid later than the last day of the Codecalendar year next following the calendar year in which the applicable fees, if any provision of the Agreement would cause such compensation, benefits expenses or other payments amounts were incurred; (ii) the amount of expenses eligible for reimbursement in any given calendar year shall not affect the expenses that the Company is obligated to fail to so complyreimburse in any other calendar year, such provision provided that the foregoing clause (ii) shall not be effective and shall be null and void violated with respect regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such compensation, benefits or other payments expenses are subject to a limit related to the extent period the arrangement is in effect; (iii) the Executive’s right to have the Company pay or provide such provision would cause a failure reimbursements may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to comply, and make such provision shall otherwise remain in full force and effectreimbursements apply later than the Executive’s remaining lifetime.

Compliance with Section 409A of the Code. (i) All payments and benefits payable under references in this Agreement to the termination of Executive’s employment with Company shall mean and shall be deemed to occur if and when a termination of employment that constitutes a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (includingthe “Code”), without limitation, and applicable administrative guidance issued thereunder has occurred. (ii) To the extent that any reimbursement or benefit in kind hereunder constituted deferred compensation under Section 409A Payments) are intended to comply of the Code, such reimbursement or benefit shall be administered consistently with the following additional requirements as set forth in Treas. Reg. §1.409A-3(i)(1)(iv): (1) Executive’s eligibility for or receipt of benefits or reimbursements in one calendar year will not affect Executive’s eligibility for or the amount of benefits or reimbursements in any other calendar year, (2) any reimbursement of eligible expenses will be made on or before the last day of the year following the year in which the expense was incurred, (3) Executive’s right to benefits or reimbursement is not subject to liquidation or exchange for another benefit, and (4) the right to reimbursement of expenses incurred or to the provision of benefits in kind shall terminate ten (10) years from Executive’s termination of employment, if not before. (iii) Executive’s right to installment payments, if any, hereunder, shall be treated as the right to receive a series of separate and distinct individual payments for purposes of Section 409A of the Code. Certain payments and benefits payable under . (iv) Notwithstanding any provision in this Agreement are intended to be exempt from the requirements contrary, if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code, and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code. This ), and any amount paid or benefit provided under this Agreement to or on behalf of Executive would be subject to additional taxes under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be interpreted in accordance with accumulated and paid or provided, as applicable, on the applicable requirements ofdate that is six months plus one day after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and exemptions frominterest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the Treasury Regulations thereunder. applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. (v) To the extent the payments and benefits under this Agreement are subject to that Section 409A of the CodeCode is applicable to this Agreement, the provisions of this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended interpreted as necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company such section and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority administrative guidance issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectthereunder.

Compliance with Section 409A of the Code. All This Agreement is intended to either comply with, or fall within an exemption to, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury regulations relating thereto (“Section 409A”), and shall be interpreted and construed consistently with such intent. To the maximum extent possible, the payments and benefits payable under to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (including, without limitation“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that such amendment shall not increase or reduce (in the aggregate) the amounts payable to the Executive hereunder. Any taxable reimbursement payable to the Executive pursuant to this Agreement shall be paid to the Executive no later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for taxable reimbursement, or such inkind benefit provided, during a calendar year shall not affect the amount of such expenses eligible for reimbursement, or such in-kind benefit to be provided, during any other calendar year. The right to such reimbursement or such in-kind benefits pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. If, as of the Date of Termination, the Executive is a “specified Executive” (within the meaning of Section 409A Paymentsof the Code), then no payment or benefit that is payable on account of the Executive’s “separation from service” (within the meaning of Section 409A of the Code) are intended shall be made before the date that is six (6) months after the Executive’s “separation from service” (or, if earlier, the date of the Executive’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A of the Code and such deferral is required to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A Any payment or benefit delayed by reason of the Code. This Agreement prior sentence shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered paid out or provided in a manner that satisfies single lump sum at the requirements end of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended such required delay period in order to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, catch up to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectoriginal payment schedule.

Compliance with Section 409A of the Code. This Agreement shall be interpreted to avoid any penalty sections under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments and benefits payable to be made upon a termination of employment under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section may only be made upon a ‘separation from service’ under section 409A of the Code. Certain For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under section 409A of the Code and its corresponding regulations, the severance payments and benefits payable under this Agreement are intended to be exempt from meet the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section short-term deferral exemption under section 409A of the Code and the Treasury Regulations thereunder‘separation pay exception’ under Treas. To Reg. §1.409A-1(b)(9)(iii). However, if such severance benefits do not qualify for such exemptions at the extent time of the payments Employee’s termination of employment and benefits under this Agreement therefore are deemed as deferred compensation subject to Section the requirements of section 409A of the Code, then if the Employee is a “specified employee” of a publicly traded corporation under section 409A of the Code on the date of the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of severance under this Agreement shall be interpreted, construed and administered delayed for a period of six months from the date of the Employee’s termination of employment if required by section 409A of the Code. The accumulated postponed amount shall be paid in a manner that satisfies lump sum payment within 10 days after the requirements end of Sections 409A(a)(2)the six month period. If the Employee dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representatives of the Employee’s estate within 60 days after the date of the Employee’s death. The determination of whether the Employee is a “specified employee” shall be made by the Compensation Committee of the Board (3or its delegate) and (4) in accordance with section 409A of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable regulations issued thereunder. All reimbursements provided under this Agreement and intended to comply shall be made or provided in accordance with Sections 409A(a)(2), (3) and (4) the requirements of the Code do not comply with Section section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceincluding, to the extent permitted under Section 409A of the Codewhere applicable, the Treasury Regulations thereunder and requirement that (i) any applicable authority issued by reimbursement shall be for expenses incurred during the Internal Revenue Service, the Company and the Executive agree to amend Employee’s lifetime (or during a shorter period of time specified in this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (4iv) of the Code, if any provision of the Agreement would cause such compensation, benefits right to reimbursement is not subject to liquidation or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectexchange for another benefit.”

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are This Award is intended to comply with be exempt from the requirements application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Certain payments and benefits payable under this Agreement are intended Notwithstanding the foregoing, if it is determined that the Award fails to be exempt from satisfy the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofshort-term deferral rule and is otherwise not exempt from, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are determined to be deferred compensation subject to Section 409A of the Code, this Agreement Award shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “Separation from Service” (as defined in Section 409A), then the Treasury Regulations thereunder issuance of any shares that would otherwise be made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and other applicable authority will instead be issued by in a lump sum on the Internal Revenue date that is six (6) months and one day after the date of the Separation from Service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the extent permitted imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). (Israeli Sub-Plan to 2017 Equity Incentive Plan) UroGen Pharma Ltd. (the “Company”), pursuant to its 2017 Equity Incentive Plan and 2017 Israeli Equity Incentive Sub Plan to the 2017 Equity Incentive Plan (together, the Treasury Regulations thereunder and any applicable authority issued by “Plan”), hereby grants to Optionholder an option to purchase the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements number of Section 409A shares of the Code, Company’s Ordinary Shares set forth below. This option is subject to all of the Treasury Regulations thereunder terms and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that areconditions as set forth in this Stock Option Grant Notice, in the aggregateOption Agreement, no less favorable than the compensationPlan and the Notice of Exercise, benefits all of which are attached hereto and other payments provided under this incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. In If there is any conflict between the case terms in this Stock Option Grant Notice and the Plan, the terms of any compensation, benefits or other payments that are payable under this Agreement and intended Stock Option Grant Notice will control. Date of Grant: Vesting Commencement Date: Number of Shares Subject to comply with Sections 409A(a)(2), Option: Exercise Price (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.Per Share): Total Exercise Price: Expiration Date:

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement a. The PSUs are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, and shall be interpreted and construed accordingly, and each settlement hereunder shall be considered a separate payment for purposes of Section 409A of the Treasury Regulations thereunder Code. To the extent this Agreement provides for the PSUs to become vested and be settled upon the Participant’s termination of employment, the applicable Shares shall be transferred to the Participant or his or her beneficiary upon the Participant’s “separation from service,” within the meaning of Section 409A of the Code; provided that if the Participant is a “specified employee,” within the meaning of Section 409A of the Code, then to the extent the Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such Shares shall be transferred to the Participant or his or her beneficiary upon the earlier to occur of (i) the six-month anniversary of such separation from service and (ii) the date of the Participant’s death. b. Notwithstanding any other applicable authority issued by provision in this Agreement, the Internal Revenue ServiceRetirement Policy, the Program or any other agreement governing the vesting and settlement of the PSUs, to the extent permitted required to comply with Section 409A of the Code with respect to any payments hereunder that constitute nonqualified deferred compensation, within the meaning of Section 409A of the Code, then (A) if the PSUs vest upon the Participant’s termination due to Disability under Section 3(b) and the Participant would satisfy the age and service requirements to receive vesting under the Retirement Policy at any time prior to the vesting of the PSUs, then the PSUs will vest in accordance with Section 3(b) but will be settled in accordance with the continued vesting and settlement provisions set forth in the Retirement Policy, (B) if the Participant’s employment is terminated by the Company without Cause or by the Holder for Good Reason under Section 10(b) of the Program and the Participant would satisfy the age and service requirements to receive vesting under the Retirement Policy and the Change in Control is not a “change in control event” within the meaning of Section 409A of the Code, then the Award will vest in accordance with Section 10 of the Program but will be settled in accordance with the continued vesting and settlement provisions set forth in the Retirement Policy, and (C) if at the time of the Change in Control the PSUs are not Assumed (as defined in the Program) and the Change in Control is not a “change in control event” within the meaning of Section 409A of the Code or the settlement of the PSUs at the time of the Change in Control would otherwise be prohibited under Section 409A of the Code, the Treasury Regulations thereunder PSUs will vest at the time of the Change in Control and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply will be settled in accordance with the requirements terms of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2)the Retirement Policy, (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectas applicable.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with Section 409A of the requirements Internal Revenue Code of 1986, as amended (the "Code"), and will be interpreted in a manner intended to comply with Section 409A of the Code. Each payment made under this Agreement shall be designated as a "separate payment" within the meaning of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended Notwithstanding anything herein to be exempt from the contrary, (i) if at the time of termination of employment, Executive is a "specified employee", as determined in accordance with procedures adopted by the Company that reflect the requirements of Section 409A(a)(2)(B)(i) of the Code (and any applicable guidance thereunder), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such term ination of employment is necessary to comply with Section 409A of the Code (after giving effect to all relevant exceptions including the exception for amounts qualifying as "short term deferrals"), then the Company shall defer the commencement of payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided) and accumulate such amounts with interest at a reasonable rate until the first day of the seventh month following the termination of the employment (or, if earlier, the date of the Executive's death) at which time the accumulated amounts with interest shall be paid; and (ii) if any other payments of money or other benefits due to Executive hereunder could result in a violation of Section 409A of the Code. This Agreement , such payments or other benefits shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits deferred if deferral will make such payment or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the Treasury Regulations thereunder and any applicable authority issued extent possible, in a manner, determined by the Internal Revenue ServiceCompany, that does not cause such a violation. To the Company and the Executive agree to amend this Agreementextent any reimbursements, gross-ups, or take such other actions as the Company and the in-kind benefits due to Executive deem reasonably necessary or appropriate, to cause such under this Agreement constitute "deferred compensation, benefits and other payments to comply with the requirements of " under Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceany such reimbursements, while providing compensationgross-ups, or in-kind benefits and other payments that are, in the aggregate, shall be paid no less favorable later than the compensationlast day of the calendar year next following the calendar year in which the expense was incurred or the tax was paid, benefits as applicable, and other payments provided under this Agreementin a manner consistent with Treas. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3Reg. §§ 1.409A-3(i)(1)(iv) and (4v), as applicable. Any reimbursement (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) of the Code, if any provision of the Agreement would cause such compensation, or in-kind benefits or other payments to fail to so comply, such provision provided during a calendar year shall not be effective and shall be null and void with respect to such compensation, affect the amount of reimbursement or in-kind benefits or in any other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectcalendar year.

Compliance with Section 409A of the Code. All payments and benefits payable under At all times during each Plan Year this Agreement (including, without limitation, the Section 409A Payments) are intended to comply shall be administered in accordance with the requirements of Section section 409A of the Code. Certain payments Any action that may be taken and, to the extent possible, any action actually taken by the Plan Administrator or the Company shall not be taken or shall be void and benefits payable under this Agreement are intended without effect if that action is contrary to be exempt from the requirements of Section section 409A of the Code. This Any provision in this Agreement shall that is determined to be interpreted in accordance with contrary to the applicable requirements of, and exemptions from, Section of section 409A of the Code shall be void and the Treasury Regulations thereunderwithout effect. To the extent the payments and benefits under this Agreement are subject to Section In addition, any provision that is required by section 409A of the CodeCode to appear in this Agreement that is not expressly set forth shall be deemed to be set forth herein, and this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements all respects as if such provision were expressly set forth herein. Despite any contrary provision of Sections 409A(a)(2)this Agreement, (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that if any compensation, benefits or other payments that are payable under this Agreement and intended will result in additional tax or interest to comply with Sections 409A(a)(2), (3) and (4) the Director because of the Code do not comply with Section section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, Director will not be entitled to the extent permitted payments until the earlier of (x) the date of the Director’s death or (y) any earlier date that does not result in additional tax or interest to the Director under Section section 409A of the Code. If any provision of this Agreement would subject the Director to additional tax or interest under section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by Company shall reform the Internal Revenue Serviceprovision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Director to additional tax or interest, and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective required to incur any additional compensation expense as a result of the reformed provision. In Witness Whereof, the Director and shall be null and void with respect to such compensationa duly authorized Company officer have signed this Director Elective Income Deferral Agreement as of the date first written above. By:_____________________________ By:________________________________ ____________, Director Xxxxxx X. Xxxxxx President & Chief Executive Officer By:________________________________ Xxxxxx X. Xxxxxx Chief Executive Officer I designate the following as Beneficiary of benefits or other payments to under the extent such provision would cause a failure to complyDirector Elective Income Deferral Agreement payable after my death. Primary (name, and such provision shall otherwise remain in full force and effect.address, TIN): Contingent (name, address, TIN):

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, If the Section 409A Payments) are intended Award is subject to comply with the requirements of Section section 409A of the Code, then for any purpose required under section 409A of the Code, all references herein to “termination of employment” or similar references shall mean Separation from Service. Certain payments It is intended that the Award, this Award Agreement, the Award Summary and benefits payable under this Agreement are intended to the Plan be exempt from the requirements of Section section 409A of the CodeCode to the maximum extent permissible under law. This Agreement To the extent section 409A of the Code applies to the Award, this Award Agreement, the Award Summary and/or the Plan, it is intended that the Award, this Award Agreement, the Award Summary and the Plan comply with the requirements of section 409A of the Code to the maximum extent permissible under law. The Award, this Award Agreement, the Award Summary and the Plan shall be administered and interpreted in accordance a manner consistent with this intent. In the event that the Award, this Award Agreement, the Award Summary or the Plan does not comply with section 409A of the Code (to the extent applicable requirements ofthereto), and exemptions fromthe Company shall have the authority to amend the terms of the Award, Section this Award Agreement, the Award Summary or the Plan (which amendment may be retroactive to the extent permitted by section 409A of the Code and may be made by the Treasury Regulations thereunder. To Company without the extent consent of the payments Employee) to avoid taxes and benefits other penalties under this Agreement are subject to Section section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of possible. Notwithstanding the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregateforegoing, no less favorable than particular tax result for the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void Employee with respect to such compensationany income recognized by the Employee in connection with the Award, benefits this Award Agreement and the Award Summary is guaranteed, and the Employee solely shall be responsible for any taxes, penalties, interest or other payments to losses or expenses incurred by the extent such provision would cause a failure to complyEmployee in connection with the Award, this Award Agreement and such provision shall otherwise remain in full force and effect.the Award Summary. UNITED STATES CELLULAR CORPORATION By: Xxxxxxx Xxxxxxxx President & CEO

Compliance with Section 409A of the Code. All payments and benefits payable under At all times during each Plan Year this Agreement (including, without limitation, the Section 409A Payments) are intended to comply shall be administered in accordance with the requirements of Section section 409A of the Code. Certain payments Any action that may be taken and, to the extent possible, any action actually taken by the Plan Administrator or the Company shall not be taken or shall be void and benefits payable under this Agreement are intended without effect if that action is contrary to be exempt from the requirements of Section section 409A of the Code. This Any provision in this Agreement shall that is determined to be interpreted in accordance with contrary to the applicable requirements of, and exemptions from, Section of section 409A of the Code shall be void and the Treasury Regulations thereunderwithout effect. To the extent the payments and benefits under this Agreement are subject to Section In addition, any provision that is required by section 409A of the CodeCode to appear in this Agreement that is not expressly set forth shall be deemed to be set forth herein, and this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements all respects as if such provision were expressly set forth herein. Despite any contrary provision of Sections 409A(a)(2)this Agreement, (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that if any compensation, benefits or other payments that are payable under this Agreement and intended will result in additional tax or interest to comply with Sections 409A(a)(2), (3) and (4) the Director because of the Code do not comply with Section section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, Director will not be entitled to the extent permitted payments until the earlier of (x) the date of the Director’s death or (y) any earlier date that does not result in additional tax or interest to the Director under Section section 409A of the Code. If any provision of this Agreement would subject the Director to additional tax or interest under section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by Company shall reform the Internal Revenue Serviceprovision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Director to additional tax or interest, and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective required to incur any additional compensation expense as a result of the reformed provision. In Witness Whereof, the Director and shall be null and void with respect to such compensationa duly authorized Company officer have signed this Director Elective Income Deferral Agreement as of the date first written above. By:__/S/Xxxxx X. Callister__________________ By:____/S/Xxxxxx X. Hawker______________ Xxxxx X. Xxxxxxxxx, Director Xxxxxx X. Xxxxxx President & Chief Executive Officer By:____/S/Xxxxxx X. Hawker____________ Xxxxxx X. Xxxxxx Chief Executive Officer I designate the following as Beneficiary of benefits or other payments to under the extent such provision would cause a failure to complyDirector Elective Income Deferral Agreement payable after my death. Primary (name, and such provision shall otherwise remain in full force and effect.address, TIN): Contingent (name, address, TIN):

Compliance with Section 409A of the Code. This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments and benefits payable to be made upon a termination of employment under this Agreement (including, without limitation, may only be made upon a ‘separation from service’ under section 409A of the Section 409A Payments) are intended to comply with the requirements Code or upon death. For purposes of Section section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. Certain payments In no event may the Employee, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to be exempt from meet the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section short-term deferral exemption under section 409A of the Code and the Treasury Regulations thereunder‘separation pay exception’ under Treas. To Reg. §1.409A-1(b)(9)(iii). However, if such severance benefits do not qualify for such exemptions at the extent time of the payments Employee’s termination of employment and benefits under this Agreement therefore are deemed as deferred compensation subject to Section the requirements of section 409A of the Code, then if the Employee is a “specified employee” of a publicly traded corporation under section 409A of the Code on the date of the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of severance under this Agreement shall be interpreted, construed and administered delayed for a period of 6 months from the date of the Employee’s termination of employment if required by section 409A of the Code. The accumulated postponed amount shall be paid in a manner that satisfies lump sum payment within 10 days after the requirements end of Sections 409A(a)(2)the 6 month period. If the Employee dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Employee’s estate within 60 days after the date of the Employee’s death. The determination of whether the Employee is a “specified employee” shall be made by the Compensation Committee (3or its delegate) and (4) in accordance with section 409A of the Code and the Treasury Regulations thereunder If the Company regulations issued thereunder. All reimbursements and the Executive determine that any compensation, in-kind benefits or other payments that are payable provided under this Agreement and intended to comply shall be made or provided in accordance with Sections 409A(a)(2), (3) and (4) the requirements of the Code do not comply with Section section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceincluding, to the extent permitted under Section 409A of the Codewhere applicable, the Treasury Regulations thereunder and requirement that (i) any applicable authority issued by reimbursement shall be for expenses incurred during the Internal Revenue Service, the Company and the Executive agree to amend Employee’s lifetime (or during a shorter period of time specified in this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (4iv) of the Code, if any provision of the Agreement would cause such compensation, right to reimbursement or in-kind benefits is not subject to liquidation or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectexchange for another benefit.

Compliance with Section 409A of the Code. All payments The Performance-Based Units are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) to the extent subject thereto and benefits payable under this Agreement (shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Date of Grant. Notwithstanding any provision in the Plan or this Agreement to the contrary, no payment or distribution under this Agreement that constitutes an item of deferred compensation under Section 409A Payments) are intended to comply of the Code and becomes payable by reason of the Participant’s termination of service with the requirements Company or any of its Affiliates will be made to the Participant until the Participant’s termination of service constitutes a “separation from service” (as defined in Section 409A of the Code). For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from If the requirements of Participant is a “specified employee” (as defined in Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, then to the extent permitted necessary to avoid the imposition of taxes under Section 409A of the Code, such Participant shall not be entitled to any payments upon a termination of his or her service until the Treasury Regulations thereunder earlier of: (i) the expiration of the six (6)-month period measured from the date of such Participant’s “separation from service” and (ii) the date of such Participant’s death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 12 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to such Participant in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any applicable authority issued by remaining payments due under this Agreement will be paid in accordance with the Internal Revenue Servicenormal payment dates specified for them herein. Notwithstanding the foregoing, the Company nor any of its Affiliates is not guaranteeing any particular tax outcome, and the Executive agree to amend this Agreement, or take such other actions as the Company Participant shall remain solely liable for any and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply all tax consequences associated with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectPerformance-Based Units.

Compliance with Section 409A of the Code. All payments This Award Agreement and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) Performance Shares and Dividend Equivalents granted hereunder are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are shall be administered in a manner that is intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance comply with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereundershall be construed and interpreted in accordance with such intent. To the extent that this Award Agreement or the payments and benefits under this Agreement are payment or settlement or deferral thereof is subject to Section 409A of the Code, this Agreement the Performance Shares and Dividend Equivalents shall be interpretedgranted, construed and administered paid, settled or deferred in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Treasury Regulations thereunder Committee. Any provision of this Award Agreement that would cause the grant of Performance Shares or Dividend Equivalents hereunder or the payment or thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other applicable authority guidance issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code. All payments to be made upon a termination of employment hereunder may only be made upon the Grantee’s “separation from service” (as defined under Section 409A of the Code). Should any payments made in accordance with this Award Agreement be determined to be subject to Section 409A of the Code, payable in connection with the Treasury Regulations thereunder Grantee’s “separation from service” (as defined under Section 409A of the Code), and any applicable authority issued by not exempt from Section 409A of the Internal Revenue ServiceCode as a short-term deferral or otherwise, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriatethese payments, to cause such compensationthe extent otherwise payable within six (6) months after the Grantee’s date of “separation from service,” will be paid in a lump sum on the earlier of the date that is six (6) months after the Grantee’s date of “separation from service” or the date of the Grantee’s death, benefits and other payments to comply with the requirements extent required by Section 409A of the Code. For purposes of Section 409A of the Code, each payment to be made to the Treasury Regulations thereunder Grantee in accordance with this Award Agreement shall be treated as a separate payment. Should any payments made in accordance with this Award Agreement be determined to be subject to Section 409A of the Code and other applicable authority issued by payment is subject to the Internal Revenue Serviceexecution of a release of claims in favor of the Company and its Affiliates, while providing compensationand if payment with respect to the Performance Shares or Dividend Equivalents that is subject to the execution of the release could be made in more than one taxable year, benefits and other payments that are, payment shall be made in the aggregatelater taxable year, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) if required by Section 409A of the Code. In no event shall a Grantee, if any provision directly or indirectly, designate the calendar year of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectpayment.

Compliance with Section 409A of the Code. All payments and benefits payable under (a) Notwithstanding the other provisions hereof, this Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with the requirements of Section 409A of the Code, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code. Certain Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A of the Code and regulations thereunder. All payments and benefits payable to be made upon a termination of employment under this Agreement are intended may only be made upon a “separation from service” under Section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be exempt made under this Agreement. (b) Notwithstanding any provision to the contrary in this Agreement, if on the date of Executive’s separation from service, Executive is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor’s) “specified employee” determination policy, then all severance benefits payable to Executive under this Agreement that are deemed as deferred compensation subject to the requirements of Section 409A of the Code. This Agreement Code shall be interpreted in accordance postponed for a period of six months following Executive’s separation from service with the applicable requirements ofCompany (or any successor thereto). The postponed amounts shall be paid to Executive in a lump sum on the first business day after the date that is six months following Executive’s separation from service with the Company (or any successor thereto). If Executive dies during such six-month period and prior to payment of the postponed amounts hereunder, and exemptions from, the amounts delayed on account of Section 409A of the Code and shall be paid to the Treasury Regulations thereunder. To the extent the payments and benefits personal representative of Executive’s estate within 75 days after Executive’s death. (c) All reimbursements provided under this Agreement are subject to Section 409A of the Code, this Agreement agreement shall be interpreted, construed and administered made or provided in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply accordance with the requirements of Section 409A of the CodeCode and Treas. Reg. §1.409A-3(i)(1)(iv) and all tax gross-ups shall paid in accordance with the requirements of Section 409A of the Code and Treas. Reg. §1.409A-3(i)(1)(v). (d) Notwithstanding anything herein to the contrary, if Executive is entitled to severance benefits prior to the Change of Control in a form other than in a lump sum, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, severance benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement in the form of a lump sum shall only be paid in a lump sum if the Change of Control qualifies as a 409A Change of Control and intended to comply with Sections 409A(a)(2), (3) and (4) the Executive’s Date of Termination occurs within the two year period following the date of the Code, if any provision 409A Change of Control. If the Change of Control does not qualify as a 409A Change of Control or Executive’s Date of Termination is after the second anniversary of the 409A Change of Control, the severance benefits payable under this Agreement would cause such compensation, will be payable in the same form as the severance benefits or other payments that were payable to fail Executive for periods prior to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectChange of Control.

Compliance with Section 409A of the Code. All (a) It is the Corporation’s intent that the payments and benefits payable provided under this Agreement (includingshall be exempt from the application of, without limitationor otherwise comply with, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the CodeCode (“Section 409A”). Certain Specifically, any taxable benefits or payments and benefits payable provided under this Agreement are intended to be exempt from separate payments that qualify for the requirements of “short-term deferral” exception to Section 409A of to the Codemaximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A to the maximum extent possible. This Agreement shall be interpreted in accordance with the applicable requirements ofconstrued, administered, and exemptions fromgoverned in a manner that effects such intent, Section 409A of the Code and the Treasury Regulations thereunderCorporation shall not take any action that would be inconsistent with such intent. To Without limiting the extent foregoing, the payments and benefits provided under this Agreement are subject to Section 409A of the Codemay not be deferred, this Agreement shall be interpretedaccelerated, construed and administered extended, paid out or modified in a manner that satisfies would result in the requirements imposition of Sections 409A(a)(2)an additional tax under Section 409A upon the Executive. (b) If neither the “short-term deferral” or the involuntary separation pay exceptions to Section 409A described above applies to a benefit, payment or reimbursement under this Agreement, then notwithstanding any provision in this Plan to the contrary, the remaining provisions of this Section 7.8(b) shall apply. (3i) and (4) of the Code and the Treasury Regulations thereunder If the Company and Executive is a “specified employee,” as determined under the Executive determine that any compensationCorporation’s policy for identifying specified employees on the Date of Termination, benefits or other payments that are payable under this Agreement and intended then to comply with Sections 409A(a)(2), (3) and (4) of the Code do not extent required in order to comply with Section 409A of the Code, all payments, benefits or reimbursements paid or provided under this Agreement that constitute a “deferral of compensation” within the Treasury Regulations thereunder meaning of Section 409A of the Code, that are provided as a result of a “separation from service” within the meaning of Section 409A and other that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (together with interest on the delayed amount at the applicable authority issued by federal rate under Section 7872(f)(2)(A) of the Internal Revenue ServiceCode in effect on the Date of Termination) within 30 days after the first business day following the six month anniversary of such Date of Termination (or, if the Executive dies during such six-month period, within 30 days after the Executive’s death). (ii) To the extent required to comply with Section 409A Code, any reimbursement of expenses pursuant to Section 2.4(b), 2.4(c) or 3.8, that will not be excluded from Executive’s income when received is subject to the extent permitted following requirements: (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other calendar year; (ii) the reimbursement of the eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement is not subject to liquidation or exchange for another benefit. (c) Although the Corporation shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Affiliated Group nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive or other taxpayer as a result of the Agreement. Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations; or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury Regulations thereunder and any applicable authority issued by or the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply For purposes of complying with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”): A. This Agreement is intended, and shall be construed and interpreted, to comply with Section 409A and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A. For purposes of Section 409A, any reference to Xxxx’x termination shall mean Xxxx’x “separation from service” (as such term is defined in Section 409A) and each payment of compensation under the Agreement shall be treated as a separate payment of compensation. Certain payments and benefits Any amounts payable under this Agreement are intended to solely on account of an involuntary termination shall be exempt excludible from the requirements of Section 409A 409A, either as separation pay or as short-term deferrals to the maximum possible extent. Nothing herein shall be construed as the guarantee of any particular tax treatment to Xxxx, and none of the Code. This Agreement Bank, its Board of Directors or any affiliates or subsidiary shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject have any liability to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that Xxxx arising from any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments failure to comply with the requirements of Section 409A of 409A. B. Notwithstanding anything in this Agreement to the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that arecontrary, in the aggregateevent that Xxxx is a “specified employee” (as defined in Section 409A) of the Bank or any of its affiliates, no less favorable than as determined pursuant to the compensationBank’s or affiliate’s policy for identifying specified employees, benefits on the date of Xxxx’x termination of employment and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable Xxxx is entitled to a payment and/or a benefit under this Agreement and intended that is required to comply with Sections 409A(a)(2)be delayed pursuant to Section 409A, (3) and (4) of the Codethen such payment or benefit, if any provision of the Agreement would cause such compensationas applicable, benefits or other payments to fail to so comply, such provision shall not be effective and paid or provided (or begin to be paid or provided) until the first day of the seventh month following the date of Xxxx’x termination of employment (or, if earlier, the date of Xxxx’x death). The first payment that can be made to Xxxx following such period shall include the cumulative amount of any payments or benefits that could not be null and void with respect to paid or provided during such compensation, benefits or other payments period due to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.application of Section 409A.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Paymentsa) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if Notwithstanding any provision of the Agreement would cause such compensationto the contrary and except as provided by this clause (a), benefits if Employee is a “specified employee” as defined under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended or other payments to fail to so complyany regulations or Treasury guidance promulgated thereunder, such provision Employee shall not be effective entitled to any payments or benefits in the nature of non-qualified deferred compensation within the meaning of Section 409A (“Deferred Compensation”) and Employer shall not pay or provide such Deferred Compensation, upon a separation of his service until the earlier of: (i) the date which is six (6) months after Employee’s separation from service for any reason other than death or “disability” (as defined in Section 409A), or (ii) the date of his death (the “Payment Date”). The provisions of this Section 20(a) shall apply only if necessary to avoid the imposition of taxes and penalties under Section 409A relating to the payment of non-qualified deferred compensation to specified employees upon their separation from service. The determination of whether Section 409A is deemed to apply to the payment of any amounts hereunder shall be made in good faith by Employer after consultation with and advice from its legal or accounting advisors and after consulting with Employee. If this Section 20(a) becomes applicable such that the payment of Deferred Compensation is delayed, any payments that are so delayed shall accrue interest, from the date of a separation of service through the Payment Date, at the “prime rate” as reported in the Wall Street Journal (or such other nationally recognized source if no such rate is then available) on the date of such separation (or the first business day following such date if such separation does not occur on a business day) and shall be null and void with respect to such paid in a lump sum on the Payment Date. (b) If any provision of this Agreement (or of any award of compensation, benefits including equity compensation or other payments benefits) would cause Employee to incur any additional tax or interest under Section 409A, Employer shall, after promptly consulting with and receiving the approval of Employee (which shall not be unreasonably withheld), reform such provision; provided that Employer agrees (both in the application of this subsection (b) and the above subsection (a)) to maintain, to the maximum extent such practicable, the original intent and economic benefit to Employee of the applicable provision would cause a failure to comply, and such provision without violating the provisions of Section 409A.” 3. Any provisions of the Employment Agreement not specifically amended herein shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are This Award is intended to comply with be exempt from the requirements application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such a manner and any ambiguities herein shall be interpreted accordingly. Certain payments and benefits payable under this Agreement are intended Notwithstanding the foregoing, if it is determined that the Award fails to be exempt from satisfy the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofshort-term deferral rule and is otherwise not exempt from, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are determined to be deferred compensation subject to Section 409A of the Code, this Agreement Award shall comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted, construed and administered in a manner interpreted accordingly. Any provision of this Agreement that satisfies would cause the requirements of Sections 409A(a)(2), (3) and (4) payment or settlement thereof to fail to satisfy Section 409A of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended shall be amended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the CodeCode on a timely basis, the Treasury Regulations thereunder which may be made on a retroactive basis, in accordance with regulations and other applicable authority guidance issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, . To the Treasury Regulations thereunder and any applicable authority issued by extent that the Internal Revenue Service, the Company and the Executive agree PRSUs are “deferred compensation” subject to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, then notwithstanding anything contained in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2)the contrary, if the Company determines that as of the date of payment the Participant is a “specified employee” (3) and (4) as such term is defined under Section 409A of the Code), any Shares (or shares of the common stock of the successor company in the event of a Change in Control) payable by reason of the Participant’s “separation from service” for purposes of Section 409A of the Code (“Separation from Service”) with the Company (or an Affiliate) for any reason other than death or “disability” (as such term is defined under Section 409A of the Code), if any provision applicable, will not be paid until the date that is six months following the date of Separation from Service (or such earlier time permitted under Section 409A of the Agreement would cause such compensation, benefits Code without the imposition of any accelerated or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to additional taxes under Section 409A of the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectCode).

Compliance with Section 409A of the Code. All payments and benefits payable under this (i) This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with the requirements of Section section 409A of the CodeCode and its corresponding regulations, to the extent applicable. Certain payments and Severance benefits payable under this Agreement are intended to be exempt from section 409A of the requirements of Section Code under the "short term deferral" exemption under Treasury Regulations section 1.409A-1(b)(4), to the maximum extent applicable, and then under the "separation pay" exemption under Treasury Regulations section 1.409A-1(b)(9)(iii), to the maximum extent applicable. If the parties in good faith believe that this Agreement is not in compliance with section 409A of the Code, the parties shall in good faith attempt to amend this Agreement to comply with section 409A of the Code while endeavoring to maintain the intended economic benefits hereunder. (ii) Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. This Agreement As used in this Agreement, the term "termination of employment" shall be interpreted in accordance mean the Executive's "separation from service" with the applicable requirements of, and exemptions from, Section Company within the meaning of section 409A of the Code and the Treasury Regulations regulations promulgated thereunder. To In no event may the extent Executive, directly or indirectly, designate the payments and benefits under this Agreement are subject to Section calendar year of a payment. For purposes of section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be interpreted, construed and administered made or provided in a manner that satisfies accordance with the requirements of Sections 409A(a)(2), (3) and (4) section 409A of the Code Code. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive's execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Treasury Regulations thereunder If Release could be made in more than one taxable year, payment shall be made in the later taxable year. (iii) Notwithstanding anything herein to the contrary, if, at the time of the Executive's termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive determine that is a "specified employee" (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any compensation, payments or benefits or other payments that are otherwise payable under this Agreement and intended as a result of such termination of employment to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone 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 Executive) that are not otherwise paid within the "short-term deferral exception" under Treasury Regulations thereunder section 1.409A-1(b)(4), and other applicable authority issued by the Internal Revenue Service"separation pay exception" under Treasury Regulations section 1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six (6) months following the Executive's separation of service with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to the extent permitted under Section Executive on the first payroll date that occurs after the date that is six (6) months following Executive's separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code, Code shall be paid to the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A personal representative of the Code, Executive's estate within sixty (60) days after the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) date of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectExecutive's death.

Compliance with Section 409A of the Code. All payments (i) This Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, to the extent applicable. Payments and benefits payable under the Agreement are intended to be exempt from Section 409A of the Code under the “short term deferral” exemption, to the maximum extent applicable, and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement (includingupon an event and in a manner permitted by Section 409A of the Code, without limitationto the extent applicable. As used in the Agreement, the term “termination of employment” shall mean the Executive’s separation from service with the Company within the meaning of Section 409A Payments) are intended of the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to comply a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. Certain . (ii) Notwithstanding anything herein to the contrary, if, at the time of the Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as such term is defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments and or benefits otherwise payable under this Agreement are intended as a result of such termination of employment to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits prevent any accelerated or additional tax under this Agreement are subject to Section section 409A of the Code, this Agreement shall be interpreted, construed and administered then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in a manner such payments or benefits ultimately paid or provided to the Executive) that satisfies are not otherwise paid within the requirements of Sections 409A(a)(2‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable ‘separation pay exception’ under this Agreement and intended to comply with Sections 409A(a)(2Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following the Executive’s “separation of service” (3) and (4) of the Code do not comply with Section as such term is defined under code section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is six months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section amounts withheld on account of section 409A of the Code, Code shall be paid to the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A personal representative of the Code, Executive’s estate within sixty (60) days after the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) date of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectExecutive’s death.

Compliance with Section 409A of the Code. All payments and benefits (A) The parties intend that any amounts payable under this Agreement (includingAgreement, without limitation, the Section 409A Payments) are intended to and ICG’s and Executive’s exercise of authority or discretion hereunder comply with the requirements provisions of Section 409A of the Code so as not to subject Executive to the payment of the additional tax, interest and any tax penalty which may be imposed under Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue ServiceIn furtherance thereof, to the extent permitted that any provision hereof would result in Executive being subject to payment of the additional tax, interest and tax penalty under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive parties agree to amend this Agreement if permitted under Section 409A of the Code in a manner which does not impose any additional taxes, interests or penalties on Executive in order to bring this Agreement into compliance with Section 409A of the Code, without materially changing the economic value of the arrangements under this Agreement to either party, and thereafter the parties will interpret its provisions in a manner that complies with Section 409A of the Code. Notwithstanding the foregoing, no particular tax result for Executive with respect to any income recognized by Executive in connection with this Agreement is guaranteed. (B) Notwithstanding any provisions of this Agreement to the contrary, if Executive is a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to policies adopted by the Company consistent with Section 409A of the Code) at the time of Executive’s separation from service and if any portion of the payments or benefits to be received by Executive upon separation from service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to Executive without his incurring taxes, interest or penalties under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following Executive’s separation from service will instead be paid or take such other actions as made available on the Company earlier of (i) the first day of the seventh month following the date of Executive’s separation from service and (ii) Executive’s death. (C) With respect to any amount of expenses eligible for reimbursement or the Executive deem reasonably necessary or appropriateprovision of any in-kind benefits under this Agreement, to cause the extent such payment or benefit constitutes “deferred compensation” under Section 409A of the Code or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) shall be reimbursed by ICG no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event shall the reimbursements or in-kind benefits to be provided by ICG in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each tax “gross-up” payment described in this Agreement shall be paid by ICG not later than the end of the year in which the applicable taxes are remitted. (D) Each payment under this Agreement is intended to be a “separate payment” and other not of a series of payments to comply with the requirements for purposes of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case . (E) A termination of employment shall not be deemed to have occurred for purposes of any compensation, benefits or other payments that are payable under provision of this Agreement and intended providing for the payment of any amounts or benefits subject to comply with Sections 409A(a)(2), Section 409A of the Code upon or following a termination of employment unless such termination is also a “separation from service” (3) and (4) within the meaning of Section 409A of the Code), if any provision of and notwithstanding anything contained herein the Agreement would cause contrary, the date on which such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and separation from service takes place shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectTermination Date.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are This Award is intended to comply with be exempt from the requirements application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Certain payments and benefits payable under this Agreement are intended Notwithstanding the foregoing, if it is determined that the Award fails to be exempt from satisfy the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofshort-term deferral rule and is otherwise not exempt from, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are determined to be deferred compensation subject to Section 409A of the Code, this Agreement Award shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “Separation from Service” (within the meaning of Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition thereunder), then the Treasury Regulations thereunder issuance of any shares that would otherwise be made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and other applicable authority will instead be issued by in a lump sum on the Internal Revenue date that is six (6) months and one day after the date of the Separation from Service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the extent permitted imposition of adverse taxation on you in respect of the shares under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements . Each installment of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments shares that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and vests is intended to comply with Sections 409A(a)(2constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b) (2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.. * * * * *

Compliance with Section 409A of the Code. All payments and benefits payable under At all times during each Plan Year this Agreement (including, without limitation, the Section 409A Payments) are intended to comply shall be administered in accordance with the requirements of Section section 409A of the Code. Certain payments Any action that may be taken and, to the extent possible, any action actually taken by the Plan Administrator or the Company shall not be taken or shall be void and benefits payable under this Agreement are intended without effect if that action is contrary to be exempt from the requirements of Section section 409A of the Code. This Any provision in this Agreement shall that is determined to be interpreted in accordance with contrary to the applicable requirements of, and exemptions from, Section of section 409A of the Code shall be void and the Treasury Regulations thereunderwithout effect. To the extent the payments and benefits under this Agreement are subject to Section In addition, any provision that is required by section 409A of the CodeCode to appear in this Agreement that is not expressly set forth shall be deemed to be set forth herein, and this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements all respects as if such provision were expressly set forth herein. Despite any contrary provision of Sections 409A(a)(2)this Agreement, (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that if any compensation, benefits or other payments that are payable under this Agreement and intended will result in additional tax or interest to comply with Sections 409A(a)(2), (3) and (4) the Director because of the Code do not comply with Section section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, Director will not be entitled to the extent permitted payments until the earlier of (x) the date of the Director’s death or (y) any earlier date that does not result in additional tax or interest to the Director under Section section 409A of the Code. If any provision of this Agreement would subject the Director to additional tax or interest under section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by Company shall reform the Internal Revenue Serviceprovision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Director to additional tax or interest, and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective required to incur any additional compensation expense as a result of the reformed provision. In Witness Whereof, the Director and shall be null and void with respect to such compensationa duly authorized Company officer have signed this Director Elective Income Deferral Agreement as of the date first written above. By:__/S/Xxxxx Bonnar__________________ By:____/S/Xxxxxx X. Hawker______________ Xxxxx Xxxxxx, Director Xxxxxx X. Xxxxxx President & Chief Executive Officer By:____/S/Xxxxxx X. Hawker____________ Xxxxxx X. Xxxxxx Chief Executive Officer I designate the following as Beneficiary of benefits or other payments to under the extent such provision would cause a failure to complyDirector Elective Income Deferral Agreement payable after my death. Primary (name, and such provision shall otherwise remain in full force and effect.address, TIN): Contingent (name, address, TIN):

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, If the Section 409A Payments) are intended Award is subject to comply with the requirements of Section section 409A of the Code, then for purposes of determining the timing of settlement of the Award (and for any other purpose required under section 409A of the Code), all references herein to “termination of employment” or similar references shall mean Separation from Service. Certain payments It is intended that the Award, this Award Agreement, the Award Summary and benefits payable under this Agreement are intended to the Plan be exempt from the requirements of Section section 409A of the CodeCode to the maximum extent permissible under law. This Agreement To the extent section 409A of the Code applies to the Award, this Award Agreement, the Award Summary and the Plan, it is intended that the Award, this Award Agreement, the Award Summary and the Plan comply with the requirements of section 409A of the Code to the maximum extent permissible under law. The Award, this Award Agreement, the Award Summary and the Plan shall be administered and interpreted in accordance a manner consistent with this intent. In the event that the Award, this Award Agreement, the Award Summary or the Plan does not comply with section 409A of the Code (to the extent applicable requirements ofthereto), and exemptions fromthe Company shall have the authority to amend the terms of the Award, Section this Award Agreement, the Award Summary or the Plan (which amendment may be retroactive to the extent permitted by section 409A of the Code and may be made by the Treasury Regulations thereunder. To Company without the extent consent of the payments Employee) to avoid taxes and benefits other penalties under this Agreement are subject to Section section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of possible. Notwithstanding the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregateforegoing, no less favorable than particular tax result for the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void Employee with respect to such compensationany income recognized by the Employee in connection with the Award, benefits this Award Agreement and the Award Summary is guaranteed, and the Employee solely shall be responsible for any taxes, penalties, interest or other payments to losses or expenses incurred by the extent such provision would cause a failure to complyEmployee in connection with the Award, this Award Agreement and such provision shall otherwise remain in full force and effectthe Award Summary.

Compliance with Section 409A of the Code. All payments and benefits payable under The Award of RSUs covered by this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are is intended to be exempt excepted from coverage under, or compliant with, the requirements provisions of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunderregulations and other guidance promulgated thereunder (“Section 409A”). To Notwithstanding the extent the payments and benefits under foregoing or any other provision of this Agreement are or the Plan to the contrary, if all or any portion of the Award of RSUs is subject to the provisions of Section 409A (and not exempted therefrom), the provisions of the Code, this Agreement and the Plan shall be interpretedadministered, interpreted and construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, (or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments disregarded to the extent such provision would cause cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, the Participant agrees that the Company may, without the consent of the Participant, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a failure manner that complies with the provisions of Section 409A such that they will not be subject to complythe imposition of taxes and/or interest thereunder. Notwithstanding the foregoing, the Company makes no representations and/or warranties with respect to compliance with Section 409A, and such provision the Participant recognizes and acknowledges that Section 409A could potentially impose upon the Participant certain taxes and/or interest charges for which the Participant is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All payments and benefits payable under Notwithstanding any other provision of the Plan or this Agreement (including, without limitationto the contrary, the Section 409A Payments) are intended Plan and this Agreement shall be construed or deemed to be amended as necessary to remain exempt from or comply with the requirements of Section 409A of the Code and to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with Code applicable to the applicable requirements of, Plan and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2)shall interpret the terms of each consistently therewith. Under no circumstances, (3) and (4) of however, shall the Code do not comply with Section 409A of Company, an Affiliate, or a subsidiary have any liability under the CodePlan or this Agreement for any taxes, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Servicepenalties, or interest due on amounts paid or payable pursuant to the extent permitted Plan and/or this Agreement, including any taxes, penalties, or interest imposed under Section 409A of the Code, . In the Treasury Regulations thereunder and any applicable authority issued event that it is reasonably determined by the Internal Revenue ServiceCompany that, as a result of the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of deferred compensation tax rules under Section 409A of the Code, Code (and any related regulations or other pronouncements thereunder) (the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation“Deferred Compensation Tax Rules”), benefits that the Participant is entitled to receive under the terms of this Agreement are deferred compensation subject to tax under the Deferred Compensation Tax Rules, (i) the Participant shall not be considered to have terminated employment for purposes hereof until the Participant would be considered to have incurred a “separation from service” within the meaning of the Deferred Compensation Tax Rules and other payments that are(ii) the Company shall, in lieu of providing such benefit when otherwise due under this Agreement, instead provide such benefit on the first day on which such provision would not result in the Participant incurring any tax liability under the Deferred Compensation Tax Rules; which day, if the Participant is a “specified employee” (within the meaning of the Deferred Compensation Tax Rules), shall, in the aggregateevent the benefit to be provided is due to the Participant’s “separation from service” (within the meaning of the Deferred Compensation Tax Rules) with the Company and its subsidiaries, no less favorable than be the compensation, benefits and other payments first day following the six-month period beginning on the date of such separation from service. Each amount to be paid or benefit to be provided under this Agreement. In Agreement shall be construed as a separately identified payment for purposes of the case of Deferred Compensation Tax Rules, and any compensation, benefits or other payments described in this Agreement that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of due within the Code, if any provision of “short term deferral period” as defined in the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision Deferred Compensation Tax Rules shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effecttreated as deferred compensation unless applicable law requires otherwise.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply For purposes of complying with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”): A. This Agreement is intended, and shall be construed and interpreted, to comply with Section 409A and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A. For purposes of Section 409A, any reference to Xxxxx’ termination shall mean Xxxxx’ “separation from service” (as such term is defined in Section 409A) and each payment of compensation under the Agreement shall be treated as a separate payment of compensation. Certain payments and benefits Any amounts payable under this Agreement are intended to solely on account of an involuntary termination shall be exempt excludible from the requirements of Section 409A 409A, either as separation pay or as short-term deferrals to the maximum possible extent. Nothing herein shall be construed as the guarantee of any particular tax treatment to Xxxxx, and none of the Code. This Agreement Bank, its Board of Directors or any affiliates or subsidiary shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject have any liability to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that Xxxxx arising from any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments failure to comply with the requirements of Section 409A of 409A. B. Notwithstanding anything in this Agreement to the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that arecontrary, in the aggregateevent that Xxxxx is a “specified employee” (as defined in Section 409A) of the Bank or any of its affiliates, no less favorable than as determined pursuant to the compensationBank’s or affiliate’s policy for identifying specified employees, benefits on the date of Xxxxx’ termination of employment and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable Xxxxx is entitled to a payment and/or a benefit under this Agreement and intended that is required to comply with Sections 409A(a)(2)be delayed pursuant to Section 409A, (3) and (4) of the Codethen such payment or benefit, if any provision of the Agreement would cause such compensationas applicable, benefits or other payments to fail to so comply, such provision shall not be effective and paid or provided (or begin to be paid or provided) until the first day of the seventh month following the date of Xxxxx’ termination of employment (or, if earlier, the date of Xxxxx’ death). The first payment that can be made to Xxxxx following such period shall include the cumulative amount of any payments or benefits that could not be null and void with respect to paid or provided during such compensation, benefits or other payments period due to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.application of Section 409A.

Compliance with Section 409A of the Code. All payments and benefits payable under (a) It is intended that this Agreement (including, without limitation, the Section 409A Payments) are intended to will comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To its regulations and guidelines (collectively, “Section 409A”), to the extent the payments and benefits under this Agreement are is subject to Section 409A of 409A, and the Code, this Agreement shall be interpretedinterpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, construed and administered the Parties will negotiate in good faith to amend the Agreement in a manner that satisfies preserves the requirements of Sections 409A(a)(2), (3) and (4) original intent of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, Parties to the extent permitted reasonably possible. No action or failure to act under this Section 11 shall subject XOMA to any claim, liability, or expense, and XOMA shall not have any obligation to indemnify or otherwise protect Employee from the obligation to pay any taxes, interest or penalties under Section 409A. (b) If Employee is deemed on the date of “separation from service” (under Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (under Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A of the CodeCode payable on account of a “separation from service” that is required to be delayed under Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the Treasury Regulations thereunder earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service,” or (ii) the date of Employee’s death (“Delay Period”). Upon expiration of the Delay Period, all payments and benefits delayed under this Section 11(b) shall be paid or reimbursed to Employee in a lump sum and any applicable authority issued by the Internal Revenue Service, the Company remaining payments and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable due under this Agreement shall be paid or provided on the payment dates specified. For purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment, references to Employee’s “termination of employment” (and intended corollary terms) shall be construed to comply with Sections 409A(a)(2refer to Employee’s “separation from service” (under Treas. Reg. Section 1.409A-1(h)). (c) With respect to any reimbursement or in-kind benefit arrangements of XOMA and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (A) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the benefit plans may impose a limit on the amount that may be reimbursed or paid), (3B) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (4C) of the Coderight to reimbursement or in-kind benefits is not subject to liquidation or exchange for 260523219 v5 ​ ​ another benefit. Whenever payments under this Agreement are to be made in installments, if any provision of the Agreement would cause each such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and installment shall be null and void with respect deemed to such compensation, benefits or other payments to the extent such provision would cause be a failure to comply, and such provision shall otherwise remain in full force and effect.separate payment for purposes of Section 409A.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent applicable, and will be interpreted accordingly. References under this Agreement to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company and its affiliates Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of 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 Executive) until the date that is six months following Executive’s termination of employment with the Company and its affiliates (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 13(i) shall be paid to Executive in a lump sum and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the Treasury Regulations thereunder and any applicable authority issued application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Internal Revenue ServiceBoard, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits and other payments shall be paid to comply Executive in a manner consistent with the requirements Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable each payment made under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) will be designated as a “separate payment” within the meaning of Section 409A of the Code, if any provision . The Company shall consult with Executive in good faith regarding the implementation of the Agreement would cause such compensation, benefits provisions of this Section 13(i); provided that neither the Company nor any of its employees or other payments representatives shall have any liability to fail to so comply, such provision shall not be effective and shall be null and void Executive with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectthereto.

Compliance with Section 409A of the Code. All payments The Units are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) to the extent subject thereto and benefits payable under this Agreement (shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Date of Grant. Notwithstanding any provision in the Plan or this Agreement to the contrary, no payment or distribution under this Agreement that constitutes an item of deferred compensation under Section 409A Payments) are intended to comply of the Code and becomes payable by reason of the Participant’s termination of service with the requirements Company or any of its Affiliates will be made to the Participant until the Participant’s termination of service constitutes a “separation from service” (as defined in Section 409A of the Code). For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from If the requirements of Participant is a “specified employee” (as defined in Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, then to the extent permitted necessary to avoid the imposition of taxes under Section 409A of the Code, such Participant shall not be entitled to any payments upon a termination of his or her service until the Treasury Regulations thereunder earlier of: (i) the expiration of the six (6)-month period measured from the date of such Participant’s “separation from service” and (ii) the date of such Participant’s death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 12 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to such Participant in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any applicable authority issued by remaining payments due under this Agreement will be paid in accordance with the Internal Revenue Servicenormal payment dates specified for them herein. Notwithstanding the foregoing, the Company nor any of its Affiliates is not guaranteeing any particular tax outcome, and the Executive agree to amend this Agreement, or take such other actions as the Company Participant shall remain solely liable for any and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply all tax consequences associated with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectUnits.

Compliance with Section 409A of the Code. This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments and benefits payable to be made upon a termination of employment under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section may only be made upon a ‘separation from service’ under section 409A of the Code. Certain payments For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to be exempt from meet the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section short-term deferral exemption under section 409A of the Code and the Treasury Regulations thereunder‘separation pay exception’ under Treas. To Reg. §1.409A-1(b)(9)(iii). However, if such severance benefits do not qualify for such exemptions at the extent time of the payments Employee’s termination of employment and benefits under this Agreement therefore are deemed as deferred compensation subject to Section the requirements of section 409A of the Code, then if the Employee is a “specified employee” of a publicly traded corporation under section 409A of the Code on the date of the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of severance under this Agreement shall be interpreted, construed and administered delayed for a period of six months from the date of the Employee’s termination of employment if required by section 409A of the Code. The accumulated postponed amount shall be paid in a manner that satisfies lump sum payment within 10 days after the requirements end of Sections 409A(a)(2)the six month period. If the Employee dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Employee’s estate within 60 days after the date of the Employee’s death. The determination of whether the Employee is a “specified employee” shall be made by the Compensation Committee (3or its delegate) and (4) in accordance with section 409A of the Code and the Treasury Regulations thereunder If the Company regulations issued thereunder. All reimbursements and the Executive determine that any compensation, in-kind benefits or other payments that are payable provided under this Agreement and intended to comply shall be made or provided in accordance with Sections 409A(a)(2), (3) and (4) the requirements of the Code do not comply with Section section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceincluding, to the extent permitted under Section 409A of the Codewhere applicable, the Treasury Regulations thereunder and requirement that (i) any applicable authority issued by reimbursement shall be for expenses incurred during the Internal Revenue Service, the Company and the Executive agree to amend Employee’s lifetime (or during a shorter period of time specified in this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (4iv) of the Code, if any provision of the Agreement would cause such compensation, right to reimbursement or in-kind benefits is not subject to liquidation or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectexchange for another benefit.

Compliance with Section 409A of the Code. All payments The Award covered by this Notice and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are is intended to be exempt excepted from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofcoverage under, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Codecompliant with, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements provisions of Section 409A of the Code, and the Treasury Regulations thereunder regulations and other applicable authority issued by guidance promulgated thereunder (“409A”). Notwithstanding the Internal Revenue Serviceforegoing or any other provision of this Notice and Agreement or the Plan to the contrary, while providing compensationif the Award is subject to the provisions of 409A (and not exempted therefrom), benefits the provisions of this Notice and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended the Plan shall be administered, interpreted and construed in a manner necessary to comply with Sections 409A(a)(2), 409A (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments disregarded to the extent such provision would cause cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of 409A, Employee agrees that the Company may, without the consent of Employee, modify this Notice and Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of 409A or to provide such payments or benefits in a failure manner that complies with the provisions of 409A such that they will not be subject to complythe imposition of taxes and/or interest thereunder. If, at the time of Employee’s separation from service (within the meaning of 409A), (a) Employee shall be a specified employee (within the meaning of 409A and such provision using the identification methodology selected by the Company from time to time) and (b) the Company shall otherwise remain make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of 409A) the settlement of which is required to be delayed pursuant to the six-month delay rule set forth in full force and effect.409A in order to avoid taxes or penalties under 409A, then the Company shall not

Compliance with Section 409A of the Code. All payments and benefits payable under (a) Notwithstanding any provision of this Agreement to the contrary, including Exhibit A, if the Grantee is a “specified employee” (including, without limitation, within the Section 409A Payments) are intended to comply with the requirements meaning of Section 409A of the Code. Certain payments Code (“Section 409A”) and benefits payable under this Agreement are intended determined pursuant to procedures adopted by the Company from time to time) at the time of his “separation from service” (within the meaning of Section 409A) and if any payment to be exempt received by the Grantee under Section 6 or Section 8 upon his separation from service would be considered deferred compensation (the requirements “Delayed Payment”) under Section 409A, then the following provisions will apply to the Delayed Payment. Each such payment of deferred compensation that would otherwise be payable pursuant to Section 409A 6 or Section 8 during the six-month period immediately following the Grantee’s separation from service will instead be paid or made available on the earlier of (i) the first business day of the Codeseventh month following the date the Grantee incurs a separation from service and (ii) the Grantee’s death. This Agreement In the event this Section 10(a) applies, the fair market value of the Restricted Share Units shall be interpreted the fair market value, as determined in accordance with the applicable requirements ofPlan, and exemptions from, Section 409A on the earlier of the Code dates specified in clauses (i) and the Treasury Regulations thereunder(ii) above. To the extent the payments and benefits under applicable, it is intended that this Agreement are subject and the Plan comply with the provisions of Section 409A and shall be interpreted consistent with Section 409A. (b) Subject to Section 409A 10(a), if (i) Restricted Share Units become nonforfeitable due to the application of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2Section 4(b), (3ii) and (4the Change in Control is not described by Section 409A(a)(2)(A)(v) of the Code and (iii) any payment that would otherwise be received by the Treasury Regulations thereunder If Grantee would be considered deferred compensation under Section 409A, then such payment will instead be paid on the Company and 30th day after the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2)earliest of (x) the applicable date set forth in Section 4(a) on which the Restricted Share Units would otherwise have become nonforfeitable, (3y) the Grantee’s separation from service, and (4z) of the Code do not comply with a Change in Control that is described by Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4409A(a)(2)(A)(v) of the Code. In the event this Section 10(b) applies, if any provision the fair market value of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and Restricted Share Units shall be null the fair market value, as determined in accordance with the Plan, on the 30th day after the earliest of the dates specified in clauses (i), (ii) and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect(iii) above.

Compliance with Section 409A of the Code. All payments and benefits payable under (i) It is intended that this Agreement (including, without limitation, the Section 409A Payments) are intended to will comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement 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 11(g) shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A. (ii) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Sec tion 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (A) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (B) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (C) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments and benefits under this Agreement are subject to Section 409A of the Codebe made in installments, this Agreement each such installment shall be interpreted, construed and administered in deemed to be a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements separate payment for purposes of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.409A.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with Section 409A of the requirements Code and will be interpreted accordingly. References under this Agreement to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Certain Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Companies or any of their affiliates Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of 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 Companies 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 Executive) until the date that is six months following Executive’s termination of employment with the Companies (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 12(i) shall be paid to Executive in a lump sum and (ii) if any other payments of money or other benefits payable due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Holdings Board or the Catalent Board, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are intended constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, each payment made under this Agreement will be exempt from designated as a “separate payment” within the requirements meaning of Section 409A of the Code. This Agreement The Companies shall be interpreted consult with Executive in accordance with good faith regarding the applicable requirements of, and exemptions from, Section 409A implementation of the Code and provisions of this Section 12(i); provided that neither the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject Companies nor any of their respective employees or representatives shall have any liability to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectthereto.

Compliance with Section 409A of the Code. All (a) Although the payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable provided under this Agreement are intended to be exempt from the application of, or otherwise comply with, the requirements of Section 409A of the CodeCode (“Section 409A”), the tax treatment of the payments and benefits provided under this Agreement is not warranted or guaranteed. Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A to the maximum extent possible. This Agreement shall be interpreted in accordance with the applicable requirements ofconstrued, administered, and exemptions fromgoverned in a manner that effects such intent, Section 409A of the Code and the Treasury Regulations thereunderCompany shall not take any action that would be inconsistent with such intent. To Without limiting the extent foregoing, the payments and benefits provided under this Agreement are subject to Section 409A of the Codemay not be deferred, this Agreement shall be interpretedaccelerated, construed and administered extended, paid out or modified in a manner that satisfies would result in the requirements imposition of Sections 409A(a)(2)an additional tax under Section 409A upon the Executive. (b) If neither the “short-term deferral” nor the involuntary separation pay exceptions to Section 409A described above applies to a benefit, payment or reimbursement under this Agreement, then notwithstanding any provision herein to the contrary, the remaining provisions of this Section 7.8(b) shall apply. (3i) If the Executive is a “specified employee,” as determined under the Company’s policy for identifying specified employees on the Date of Termination, then to the extent required in order to comply with Section 409A, all payments and benefits provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (4together with interest on the delayed amount at the applicable federal rate under Section 7872(f)(2)(A) of the Code and in effect on the Treasury Regulations thereunder If Date of Termination) within thirty (30) days after the Company and first business day following the sixth (6th) month anniversary of such Date of Termination (or, if the Executive determine that any compensationdies during such six-(6-)month period, benefits then within thirty (30) days after the Executive’s death). (ii) To the extent required by Section 409A, each reimbursement or other payments that are payable in-kind benefit provided under this Agreement and intended that will not be excluded from Executive’s income when received is subject to comply with Sections 409A(a)(2)the following requirements: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year can not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year: (3ii) any reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (4iii) the right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. (c) Although the Company will endeavor to avoid the imposition of the Code do not comply with Section 409A of the Codetaxation, the Treasury Regulations thereunder interest and other applicable authority issued by the Internal Revenue Service, to the extent permitted penalties under Section 409A of the Code, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Patheon Group nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive or other taxpayer as a result of the Agreement. Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury Regulations thereunder and any applicable authority issued by or the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All (a) Although the payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable provided under this Agreement are intended to be exempt from the application of, or otherwise comply with, the requirements of Section 409A of the CodeCode (“Section 409A”), the tax treatment of the payments and benefits provided under this Agreement is not warranted or guaranteed. Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A to the maximum extent possible. This Agreement shall be interpreted in accordance with the applicable requirements ofconstrued, administered, and exemptions fromgoverned in a manner that effects such intent, Section 409A of the Code and the Treasury Regulations thereunderCompany shall not take any action that would be inconsistent with such intent. To Without limiting the extent foregoing, the payments and benefits provided under this Agreement are subject to Section 409A of the Codemay not be deferred, this Agreement shall be interpretedaccelerated, construed and administered extended, paid out or modified in a manner that satisfies would result in the requirements imposition of Sections 409A(a)(2)an additional tax under Section 409A upon the Executive. (b) If neither the “short-term deferral” nor the involuntary separation pay exceptions to Section 409A described above applies to a benefit, payment or reimbursement under this Agreement, then notwithstanding any provision herein to the contrary, the remaining provisions of this Section 7.8(b) shall apply. (3i) If the Executive is a "specified employee," as determined under the Company's policy for identifying specified employees on the Date of Termination, then to the extent required in order to comply with Section 409A, all payments and benefits provided under this Agreement that constitute a "deferral of compensation" within the meaning of Section 409A, that are provided as a result of a "separation from service" within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (4together with interest on the delayed amount at the applicable federal rate under Section 7872(f)(2)(A) of the Code and in effect on the Treasury Regulations thereunder If Date of Termination) within thirty (30) days after the Company and first business day following the sixth (6th) month anniversary of such Date of Termination (or, if the Executive determine that any compensationdies during such six-(6-)month period, benefits then within thirty (30) days after the Executive's death). (ii) To the extent required by Section 409A, each reimbursement or other payments that are payable in-kind benefit provided under this Agreement and intended that will not be excluded from Executive's income when received is subject to comply with Sections 409A(a)(2)the following requirements: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year can not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (3ii) any reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (4iii) the right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. (c) Although the Company will endeavor to avoid the imposition of the Code do not comply with Section 409A of the Codetaxation, the Treasury Regulations thereunder interest and other applicable authority issued by the Internal Revenue Service, to the extent permitted penalties under Section 409A of the Code, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Patheon Group nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive or other taxpayer as a result of the Agreement. Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury Regulations thereunder and any applicable authority issued by or the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect[Signature page follows.]

Compliance with Section 409A of the Code. All payments This Agreement is intended, and benefits payable under this Agreement (includingshall be construed and interpreted, without limitation, the Section 409A Payments) are intended to comply with Section 409A of the requirements Internal Revenue Code ("Code") and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code. For purposes of Section 409A of the Code, each payment of compensation under the Agreement shall be treated as a separate payment of compensation. Certain payments and benefits Any amounts payable under this Agreement are intended to solely on account of an involuntary termination shall be exempt excludible from the requirements of Section 409A of the Code, either as separation pay or as short-term deferrals to the maximum possible extent. This Agreement Any reference to Executive's "termination" or "termination of employment" shall be interpreted in accordance with the applicable requirements of, and exemptions from, mean Executive's "separation from service" as defined by Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If from the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply all entities with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, whom the Company and the Executive agree to amend this Agreement, or take such other actions would be treated as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements a single employer for purposes of Section 409A of the Code, . Any benefits or payments relating to medical insurance that are provided after completion of the Treasury Regulations thereunder and other applicable authority issued by continuation period permitted under COBRA shall be subject to the Internal Revenue Service, while providing compensation, following: (I) the benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other or payments provided under this Agreement. In during any taxable year of Executive shall not affect the case benefits or payments to be provided to Executive in any other taxable year; (2) reimbursement of any compensation, benefits eligible expense must be made on or other payments that are payable under this Agreement before the last day of Executive's taxable year following the taxable year in which the expense was incurred; and intended to comply with Sections 409A(a)(2), (3) the right to such benefits or payments is not subject to liquidation or exchange for another benefit or payment. Nothing herein shall be construed as a guarantee of any particular tax treatment to Executive and (4) the Company shall no liability to Executive with respect to any penalties that might be imposed on Executive by Section 409A of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and With respect to reimbursements or in-kind benefits payable provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each payment, reimbursement or in-kind benefit made pursuant to the provisions of this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements shall be regarded as a separate payment and not one of a series of payments for purposes of Section 409A of the Code. Certain payments and benefits It is intended that any amounts payable under this Agreement are intended to be exempt from and the requirements Company’s and the Executive’s exercise of Section 409A of the Code. This Agreement authority or discretion hereunder shall be interpreted in accordance comply with the applicable requirements of, and exemptions from, provisions of Section 409A of the Code and the Treasury Regulations thereunder. To treasury regulations relating thereto so as not to subject the extent Executive to the payments payment of the additional tax, interest and benefits any tax penalty which may be imposed under this Agreement are subject to Section 409A of the Code. In furtherance of this interest, to the extent that any provision hereof would result in the Executive being subject to payment of the additional tax, interest and tax penalty under Code Section 409A, the parties agree to amend this Agreement shall be interpreted, construed in order to bring this Agreement into compliance with Code Section 409A; and administered thereafter interpret its provisions in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply complies with Section 409A of the Code. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service. Notwithstanding the foregoing, no particular tax result for the Executive with respect to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued income recognized by the Internal Revenue ServiceExecutive in connection with the Agreement is guaranteed, the Company and the Executive agree to amend this Agreementshall be responsible for any taxes, penalties and interest imposed on her under or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements a result of Section 409A of the Code, Code in connection with the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under To the extent applicable, it is intended that this Agreement (including, without limitation, and the Section 409A Payments) are intended to Plan comply with the requirements provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participant. Certain payments This Agreement and benefits payable under the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement are intended or the Plan to be exempt from the requirements of fail to satisfy Section 409A of the Code. This Agreement Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be interpreted in accordance with retroactive to the applicable requirements of, and exemptions from, extent permitted by Section 409A of the Code and may be made by the Treasury Regulations thereunder. To Corporation without the extent the payments and benefits under this Agreement are subject to Section 409A consent of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2Participant), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service. In particular, to the extent permitted the RSUs become nonforfeitable pursuant to Section 4 or Section 5 and the issuance of the Common Shares at such time would subject the Participant to penalties under Section 409A of the Code, or to the Treasury Regulations thereunder and any applicable authority issued by extent the Internal Revenue ServiceRSUs are vested for purposes of Section 409(A) of the Code, then notwithstanding anything to the Company and contrary in Section 7 above, issuance of the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriateCommon Shares will be made, to cause such compensation, benefits and other payments the extent necessary to comply with the requirements provisions of Section 409A of the Code, to the Participant on the earlier of (a) the Participant’s “separation from service” with the Corporation (determined in accordance with Section 409A of the Code); provided, however, that if the Participant is a “specified employee” (within the meaning of Section 409A of the Code), the Participant’s date of issuance of the Common Shares shall be the date that is six months after the date of the Participant’s “separation from service” with the Corporation, (b) the end of the Deferral Period, or (c) a Change in Control to the extent it constitutes a change in control event for purposes of Section 409A of the Code, or (d) the Participant’s death. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and With respect to reimbursements or in-kind benefits payable provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each payment, reimbursement or in-kind benefit made pursuant to the provisions of this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements shall be regarded as a separate payment and not one of a series of payments for purposes of Section 409A of the Code. Certain payments and benefits It is intended that any amounts payable under this Agreement are intended to be exempt from and the requirements Company’s and the Executive’s exercise of Section 409A of the Code. This Agreement authority or discretion hereunder shall be interpreted in accordance comply with the applicable requirements of, and exemptions from, provisions of Section 409A of the Code and the Treasury Regulations thereunder. To treasury regulations relating thereto so as not to subject the extent Executive to the payments payment of the additional tax, interest and benefits any tax penalty which may be imposed under this Agreement are subject to Section 409A of the Code. In furtherance of this interest, to the extent that any provision hereof would result in the Executive being subject to payment of the additional tax, interest and tax penalty under Code Section 409A, the parties agree to amend this Agreement shall be interpreted, construed in order to bring this Agreement into compliance with Code Section 409A; and administered thereafter interpret its provisions in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply complies with Section 409A of the Code. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service. Notwithstanding the foregoing, no particular tax result for the Executive with respect to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued income recognized by the Internal Revenue ServiceExecutive in connection with the Agreement is guaranteed, the Company and the Executive agree to amend this Agreementshall be responsible for any taxes, penalties and interest imposed on him under or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements a result of Section 409A of the Code, Code in connection with the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under The award covered by this Agreement (includingis intended to be excepted from coverage under, without limitationor compliant with, the provisions of Section 409A Payments) are intended of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Section 409A”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan to the contrary, if the award is subject to the provisions of Section 409A (and not exempted therefrom), the provisions of this Agreement and the Plan shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the requirements extent such provision cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, Grantee agrees that the Company may, without the consent of Grantee, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a manner that complies with the provisions of Section 409A such that they will not be subject to the imposition of taxes and/or interest thereunder. If, at the time of Xxxxxxx’s separation from service (within the meaning of Section 409A of the Code. Certain payments ), (A) Grantee shall be a specified employee (within the meaning of Section 409A of the Code and benefits using the identification methodology selected by the Company from time to time) and (B) the Company shall make a good faith determination that an amount payable under this Agreement are intended to be exempt from hereunder constitutes deferred compensation (within the requirements meaning of Section 409A of the Code. This Agreement shall ) the settlement of which is required to be interpreted delayed pursuant to the six-month delay rule set forth in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject in order to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits avoid taxes or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted penalties under Section 409A of the Code, then the Treasury Regulations thereunder and any applicable authority issued by Company shall not settle such amount on the Internal Revenue Serviceotherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, makes no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void representations and/or warranties with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to complycompliance with Section 409A, and such provision Grantee recognizes and acknowledges that Section 409A could potentially impose upon Grantee certain taxes and/or interest charges for which Grantee is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All (a) It is the parties’ intent that, to the greatest extent possible, the payments and benefits payable provided under this the Agreement be exempt from the definition of “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (including, without limitationcollectively, the Section 409A Payments“Code”), and the Agreement shall be interpreted accordingly; provided, however, to the extent that any payment or benefit under the Agreement constitutes “non-qualified deferred compensation,” then (i) are the Agreement is intended to comply with Section 409A of the requirements Code, and the Agreement shall be interpreted accordingly, and (ii) in no event shall this Agreement be interpreted to cause a reduction or forfeiture of amounts otherwise due hereunder as a means of avoiding application of, or compliance with, Section 409A of the Code. Certain payments and benefits payable In this regard, each payment under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, treated as a separate payment for purposes of Section 409A of the Code and the Treasury Regulations thereunderExecutive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. To If and to the extent that the payments and benefits under this Agreement are Company determines that any payment or benefit (x) constitutes “non-qualified deferred compensation” subject to Section 409A of the Code, this Agreement shall be interpreted, construed (y) is provided to the Executive at a time that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and administered in a manner that satisfies as determined pursuant to procedures established by the requirements of Sections 409A(a)(2), (3Company) and (4z) must be delayed for six months from the date of termination (or an earlier date) in order to comply with Section 409A(a)(2)(B)(i) of the Code and not cause the Treasury Regulations thereunder If Executive to incur any additional tax under Section 409A of the Code, then the Company and shall delay making any such payment or providing such benefit until the expiration of such six-month period (or, if earlier, the Executive’s death), but only to the extent required to avoid violation of Section 409A(a)(2)(B)(i), it being understood expressly that payments of amounts up to the applicable limitation may be made before the expiration of six months from the date of termination. In no event whatsoever will the Company or any of its respective parents, subsidiaries or affiliates be liable for any additional tax, interest or penalties that may be imposed on the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code do not or any damages for failing to comply with Section 409A of the Code, . (b) Any expense reimbursements provided under the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, Agreement shall be paid to the extent Executive as soon as practicable, but in any event no later than the end of the taxable year following the taxable year in which the Executive incurs such reimbursable expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted under by Section 409A of the Code, (i) the Treasury Regulations thereunder right to reimbursement or in- kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any applicable authority issued by taxable year shall not affect the Internal Revenue Service, expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. (c) The Company’s right to set-off and offset pursuant to Section 8 of the Company and the Executive agree Agreement shall not apply to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such any payments which are “non-qualified deferred compensation, benefits and other payments to comply with the requirements ” for purposes of Section 409A of the Code, . (d) The terms “termination,” “date of termination” and “termination of employment” shall be construed to mean the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue term “Separation from Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided ” as defined under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4Section 409A(a)(2)(B)(i) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments (a) This Agreement is intended to comply and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are shall be administered in a manner that is intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereundershall be construed and interpreted in accordance with such intent. To the extent the payments and benefits under this Agreement are that a payment and/or benefit is subject to Section 409A of the Code, this Agreement it shall be interpreted, construed and administered paid in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury Regulations thereunder and the Internal Revenue Service with respect thereto (the “GUIDANCE”). Any provision of this Agreement that would cause a payment and/or benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Guidance). (b) Notwithstanding anything in this Agreement to the contrary, to the extent, upon the advice of its counsel, the Company determines that any payments or benefits to be provided to Executive pursuant to Section 7 is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other applicable authority issued taxes or penalties imposed under Section 409A (“409A TAXES”) if provided at the time otherwise required under Section 7, payment of the Severance Payments shall be delayed until the date that is six (6) months after the date of Executive’s “separation from service” (as such term is defined under Section 409A) with the Company, or such shorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “PAYMENT DELAY PERIOD”). (i) The Severance Payments that are subject to the Payment Delay Period shall be increased by an amount equal to interest on such payments for the Payment Delay Period at a rate equal to the short-term Applicable Federal Rate published by the Internal Revenue ServiceService that is applicable during the Payment Delay Period, to as compounded semi-annually. (ii) For the extent permitted under Section 409A avoidance of doubt, in the Code, event that upon the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Serviceadvice of its counsel, the Company and determines that the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision Severance Payments shall not be effective and shall subject to a Payment Delay Period, then the full amount of the Severance Payments will be null and void with respect paid to such compensation, benefits Executive in a lump sum on or other payments prior to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect30th day following the Executive’s Date of Termination. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

Compliance with Section 409A of the Code. All (a) It is the Corporation’s intent that the payments and benefits payable provided under this Agreement (includingshall be exempt from the application of, without limitationor otherwise comply with, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the CodeCode (“Section 409A”). Certain Specifically, any taxable benefits or payments and benefits payable provided under this Agreement are intended to be exempt from separate payments that qualify for the requirements of “short-term deferral” exception to Section 409A of to the Codemaximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A to the maximum extent possible. This Agreement shall be interpreted in accordance with the applicable requirements ofconstrued, administered, and exemptions fromgoverned in a manner that effects such intent, Section 409A of the Code and the Treasury Regulations thereunderCorporation shall not take any action that would be inconsistent with such intent. To Without limiting the extent foregoing, the payments and benefits provided under this Agreement are subject to Section 409A of the Codemay not be deferred, this Agreement shall be interpretedaccelerated, construed and administered extended, paid out or modified in a manner that satisfies would result in the requirements imposition of Sections 409A(a)(2)an additional tax under Section 409A upon the Executive. (b) If neither the “short-term deferral” or the involuntary separation pay exceptions to Section 409A described above applies to a benefit, payment or reimbursement under this Agreement, then notwithstanding any provision in this Plan to the contrary, the remaining provisions of this Section 7.8(b) shall apply. (3i) and (4) of the Code and the Treasury Regulations thereunder If the Company and Executive is a “specified employee,” as determined under the Executive determine that any compensationCorporation’s policy for identifying specified employees on the Date of Termination, benefits or other payments that are payable under this Agreement and intended then to comply with Sections 409A(a)(2), (3) and (4) of the Code do not extent required in order to comply with Section 409A of the Code, all payments, benefits or reimbursements paid or provided under this Agreement that constitute a “deferral of compensation” within the Treasury Regulations thereunder meaning of Section 409A of the Code, that are provided as a result of a “separation from service” within the meaning of Section 409A and other that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (together with interest on the delayed amount at the applicable authority issued by federal rate under Section 7872(f)(2)(A) of the Internal Revenue ServiceCode in effect on the Date of Termination) within 30 days after the first business day following the six month anniversary of such Date of Termination (or, if the Executive dies during such six-month period, within 30 days after the Executive’s death). (ii) To the extent required to comply with Section 409A Code, any reimbursement of expenses pursuant to Section 2.4(b), 2.4(c) or 3.8, that will not be excluded from Executive’s income when received is subject to the extent permitted following requirements: (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other calendar year; (ii) the reimbursement of the eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement is not subject to liquidation or exchange for another benefit. (c) Although the Corporation shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Affiliated Group nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive or other taxpayer as a result of the Agreement. Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury Regulations thereunder and any applicable authority issued by or the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Paymentsi) are intended to comply with the requirements of Section 409A The intent of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the parties is that payments and benefits under this Agreement are subject to comply with Internal Revenue Code Section 409A of and the Coderegulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted, construed and administered interpreted to be in a manner that satisfies compliance therewith. To the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine extent LEGAL_US_E # 178430887.9 that any compensation, benefits or other payments that are payable under this Agreement and intended provision hereof is modified in order to comply with Sections 409A(a)(2Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. (ii) 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”, “Termination Date” or like terms shall mean “separation from service.” If Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (3A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (4B) the date of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue ServiceExecutive’s death, to the extent permitted required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 10(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 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. (iii) To the extent the payment of any amount described in Section 6 of this Agreement constitutes “nonqualified deferred compensation” for purposes of Code Section 409A of and is subject to the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the release requirements of Section 409A of 6(e), then any payment scheduled to occur during the Code, first 60 days following the Treasury Regulations thereunder Termination Date shall not be paid until the first regularly scheduled pay period following the 60th day following such termination and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case shall include payment of any compensation, benefits amount that was otherwise scheduled to be paid prior thereto. (iv) To the extent that reimbursements or other payments that are payable in-kind benefits under this Agreement and intended to comply with Sections 409A(a)(2)constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (3A) and (4) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the Codetaxable year following the taxable year in which such expenses were incurred by Executive, if (B) any provision of the Agreement would cause such compensation, right to reimbursement or in-kind benefits or other payments to fail to so comply, such provision shall not be effective subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (v) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be null treated as a right to receive a series of separate and void distinct payments. Whenever a payment under this Agreement specifies a payment period with respect reference to such compensationa number of days, benefits or the actual date of payment within the specified period shall be within the sole discretion of the Company. (vi) Notwithstanding any other payments provision of this Agreement to the extent such provision would cause a failure contrary, in no event shall any payment under this Agreement that constitutes “nonqualified LEGAL_US_E # 178430887.9 deferred compensation” for purposes of Code Section 409A be subject to comply, and such provision shall offset by any other amount unless otherwise remain in full force and effect.permitted by Code Section 409A.

Compliance with Section 409A of the Code. All payments and benefits payable under To the extent applicable, it is intended that this Agreement (including, without limitation, and the Section 409A Payments) are intended to Plan comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements provisions of Section 409A of the Code, so that the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreementincome inclusion provisions of Section 409A(a)(1) do not apply to Grantee. In the case of any compensation, benefits or other payments that are payable under this This Agreement and intended the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Sections Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). In particular, to the extent the Restricted Share Units become nonforfeitable pursuant to Section 4 or Section 5 and the event causing the Restricted Share Units to become nonforfeitable is the Grantee’s retirement or an event that does not constitute a permitted distribution event under Section 409A(a)(2), (3) and (4) of the Code, if any provision then notwithstanding anything to the contrary in Section 6 above, issuance of the Agreement would cause such compensationCommon Stock will be made, benefits or other payments to fail the extent necessary to so complycomply with the provisions of Section 409A of the Code, such provision shall not be effective and to the Grantee on the earlier of (a) the Grantee’s “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if the Grantee is a “specified employee” (within the meaning of Section 409A), the Grantee’s date of issuance of the Common Stock shall be null the date that is six months after the date of the Grantee’s separation of service with the Company, (b) the end of the Restriction Period, or (c) the Grantee’s death. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and void will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such compensation, benefits Section by the U.S. Department of the Treasury or other payments to the extent such provision would cause Internal Revenue Service. This Section 10 applies only if the Grantee is a failure to comply, and such provision shall citizen or resident of the United Sates or if the compensation is for services performed in the United States that is not otherwise remain in full force and effectexempt from United States federal income taxation.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent applicable, and will be interpreted accordingly. References under this Agreement to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company and its affiliates Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of 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 Executive) until the date that is six months following Executive’s termination of employment with the Company and its affiliates (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 12(i) shall be paid to Executive in a lump sum and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the Treasury Regulations thereunder and any applicable authority issued application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Internal Revenue ServiceBoard, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits and other payments shall be paid to comply Executive in a manner consistent with the requirements Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable each payment made under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) will be designated as a “separate payment” within the meaning of Section 409A of the Code, if any provision . The Company shall consult with Executive in good faith regarding the implementation of the Agreement would cause such compensation, benefits provisions of this Section 12(i); provided that neither the Company nor any of its employees or other payments representatives shall have any liability to fail to so comply, such provision shall not be effective and shall be null and void Executive with respect to such compensationthereto, benefits or other payments than due to the extent such provision would cause a Company’s failure to comply, and such provision shall otherwise remain administer any compensation arrangement in full force and effectaccordance with the terms of this Agreement.

Compliance with Section 409A of the Code. All (a) It is the Corporation's intent that the payments and benefits payable provided under this Agreement (includingshall be exempt from the application of, without limitationor otherwise comply with, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the CodeCode (“Section 409A”). Certain Specifically, any taxable benefits or payments and benefits payable provided under this Agreement are intended to be exempt from separate payments that qualify for the requirements of “short-term deferral” exception to Section 409A of to the Codemaximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A to the maximum extent possible. This Agreement shall be interpreted in accordance with the applicable requirements ofconstrued, administered, and exemptions fromgoverned in a manner that effects such intent, Section 409A of the Code and the Treasury Regulations thereunderCorporation shall not take any action that would be inconsistent with such intent. To Without limiting the extent foregoing, the payments and benefits provided under this Agreement are subject to Section 409A of the Codemay not be deferred, this Agreement shall be interpretedaccelerated, construed and administered extended, paid out or modified in a manner that satisfies would result in the requirements imposition of Sections 409A(a)(2)an additional tax under Section 409A upon the Executive. (b) If neither the “short-term deferral” or the involuntary separation pay exceptions to Section 409A described above applies to a benefit, payment or reimbursement under this Agreement, then notwithstanding any provision in this Plan to the contrary, the remaining provisions of this Section 7.8(b) shall apply. (3i) and (4) of the Code and the Treasury Regulations thereunder If the Company and Executive is a “specified employee,” as determined under the Executive determine that any compensationCorporation's policy for identifying specified employees on the Date of Termination, benefits or other payments that are payable under this Agreement and intended then to comply with Sections 409A(a)(2), (3) and (4) of the Code do not extent required in order to comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensationall payments, benefits and other payments to comply with or reimbursements paid or provided under this Agreement that constitute a “deferral of compensation” within the requirements meaning of Section 409A of the Code, that are provided as a result of a “separation from service” within the meaning of section 409A and that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (together with interest on the delayed amount at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Date of Termination) within 30 days after the first business day following the six month anniversary of such Date of Termination (or, if the Executive dies during such six-month period, within 30 days after the Executive's death). (ii) To the extent required to comply with Section 409A Code, any reimbursement of expenses pursuant to Section 2.4(b), 2.4(c) or 3.7, that will not be excluded from Executive's income when received is subject to the following requirements: (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement. or in-kind benefits to be provided in any other calendar year; (ii) the reimbursement of the eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement is not subject to liquidation or exchange for another benefit. (c) Although the Corporation shall use its best efforts to avoid the imposition of taxation, interest and penalties under section 409A of the Code, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Affiliated Group nor its directors. officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive or other taxpayer as a result of the Agreement. Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All It is intended that all of the payments and benefits payable under this Agreement (includingsatisfy, without limitationto the greatest extent possible, the Section 409A Payments) are intended to comply with exemptions from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Certain payments ”) provided under Treasury Regulation Sections 1.409A-1(b)(4) and benefits payable under 1.409A-1(b)(9), and this Agreement are intended will be construed to be exempt from the requirements of Section 409A of the Codegreatest extent possible as consistent with those provisions. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the CodeIf not so exempt, this Agreement shall (and any definitions hereunder) will be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply complies with Section 409A of the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulations thereunder Regulation Section 1.409A-2(b)(2)(iii)), Your right to receive any installment payments under this Agreement (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 considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if You are deemed by ChannelAdvisor at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the severance benefits provided under this Agreement, upon Separation From Service set forth herein and/or under any other applicable authority issued by the Internal Revenue Service, agreement with ChannelAdvisor are deemed to be “deferred compensation,” then to the extent permitted 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 of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall will not be effective and shall be null and void with respect provided to such compensation, benefits or other payments You prior to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.earliest of (i) the expiration