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

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, 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. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award Payments and benefits provided under this Agreement as a result of Employee's termination of employment are intended to fall within the exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals or other applicable exceptions and will be interpreted and administered accordingly. However, to the extent that any payment under this Agreement is subject to Section 409A of the Code, it is intended to comply with Section 409A and this Agreement shall be interpreted and construed accordingly and in a manner that avoids the imposition of taxes and other penalties under Section 409A (such taxes and other penalties referred to collectively as "409A Penalties"). In the Code event that Klondex G&S determines that the terms of this Agreement would subject the Employee to 409A Penalties, Klondex G&S and the Employee shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent subject thereto or possible; provided, however, that this Section 6.15 shall not create any obligation on the part of Klondex G&S to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation adopt any such regulations amendment or take any such other guidance that may be issued after the Grant Dateaction. Notwithstanding any provision All references in the Plan this Agreement to the contrary, no payment or distribution under this Plan that constitutes an item Employee's termination of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company employment shall be made to you until your Termination of Service constitutes mean a "separation from service within the meaning of Section 409A of the Code. For purposes of this Award, 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. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee service" within the meaning of Section 409A of the Code, then to the extent necessary required to avoid comply with Section 409A of the imposition Code. Any payment that is "deferred compensation" within the meaning of taxes under and subject to Section 409A of the Code that becomes payable as a result of the Employee's separation from service and that is conditioned upon the Employee's execution of a Release will be paid within 90 days following the Employee's separation from service and if such period begins in one taxable year and carries over into a second taxable year, payment shall be made in the second taxable year, and in no event shall the Employee have the ability to influence the year in which payment will occur. Notwithstanding any other provision in this Agreement, if on the date of the Employee's "separation from service" the Employee is a "specified employee," as defined in Section 409A of the Code, you then to the extent any amount payable under this Agreement upon the Employee's separation from service would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall not be entitled to any payments upon your Termination of Service delayed until the earlier of: to occur of (ix) the expiration first day of the six (6)-month period measured from seventh month following the date of your Employee's separation from service or (iiy) the date of your the Employee'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 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section section 409A of the Code and becomes payable by reason of your Termination termination of Service employment or service with the Company shall be made to you until your Termination termination of Service employment or service constitutes a separation from service within the meaning of Section section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section section 409A of the Code, you shall not be entitled to any payments upon a termination of your Termination of Service employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 7 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award To the extent applicable, it is intended to that this Agreement comply with the provisions of Section 409A of the Code (hereinafter referred to as “Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the extent subject thereto or Agreement to otherwise be exempt from fail to satisfy Section 409A of the Code, shall have no force and shall be interpreted in accordance effect until amended to comply with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. 409A. Notwithstanding any provision in the Plan of this Agreement to the contrary, no in the event any payment or distribution under this Plan that constitutes an item of benefit hereunder is determined to constitute nonqualified deferred compensation under subject to Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, 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. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code409A, then to the extent necessary to avoid the imposition of taxes under comply with Section 409A of the Code409A, you such payment or benefit shall not be entitled to any made, provided or commenced until six months after Executive’s Termination Date. Lump sum payments upon your Termination of Service until will be made, without interest, as soon as administratively practicable following the earlier of: (i) six-month delay. Any installments otherwise due during the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall six-month delay will be paid to you in a lump sum sum, without interest, as soon as practicable, but in no event later than sixty (60) calendar days, administratively practicable following such expired periodthe six-month delay, and any the remaining payments due under this Award installments will be paid in accordance with the normal original schedule. For purposes of Section 409A, the right to a series of installment payments shall be treated as a right to a series of separate payments. Each separate payment dates specified in the series of separate payments shall be analyzed separately for them herein. purposes of determining whether such payment is subject to, or exempt from compliance with, the requirements of Section 409A. Notwithstanding any provision of the Plan anything contained herein to the contrary, to the extent required in no event order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A last day of the Codeyear following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year.

Compliance with Section 409A of the Internal Revenue Code. The Award It is intended to that this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder (“Section 409A”). If, when the Executive's employment with the Company terminates, the Executive is a "specified employee" as defined in Section 409A(a)(1)(B)(i), and if any payments under this Agreement, including payments under Section 4, will result in additional tax or interest to the extent subject thereto or to otherwise be exempt from Executive under Section 409A(a)(1)(B) ("Section 409A of the CodePenalties"), and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding then despite any provision in the Plan of this Agreement to the contrary, no payment the Executive will not be entitled to payments until the earliest of (a) the date that is at least six months after termination of the Executive's employment for reasons other than the Executive's death, (b) the date of the Executive's death, or distribution (c) any earlier date that does not result in Section 409A Penalties to the Executive. As soon as practicable after the end of the period during which payments are delayed under this Plan provision, the entire amount of the delayed payments shall be paid to the Executive in a lump sum. Additionally, if any provision of this Agreement would subject the Executive to Section 409A Penalties, the Company will apply such provision in a manner consistent with Section 409A during any period in which an arrangement is permitted to comply operationally with Section 409A and before a formal amendment to this Agreement is required. For purposes of this Agreement, any reference to the Executive's termination of employment will mean that constitutes an item of the Executive has incurred a "separation from service" under Section 409A. No payments to be made under this Agreement may be accelerated or deferred compensation except as specifically permitted under Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination paid under the applicable exception. Each payment of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of compensation under this Award, each amount to be paid or benefit to be provided Agreement shall be construed treated as a separate identified payment of compensation for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to 409A. To the extent necessary that any reimbursements provided under this Agreement constitute deferred compensation subject to avoid the imposition of taxes under Section 409A of the Code409A, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) amounts shall be paid or reimbursed to you in a lump sum as soon as practicableExecutive promptly, but in no event later than sixty (60) calendar days, December 31 of the year following the year in which the expense is incurred. The amount of any such expired periodpayments 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 payments or reimbursement shall not be subject to liquidation or exchange for any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Codeother benefit.

Compliance with Section 409A of the Internal Revenue Code. The Award All payments pursuant to this Agreement shall be subject to the provisions of this Section 22. If Executive is intended a “Specified Employee” of the Company for purposes of Internal Revenue Code Section 409A (“Code Section 409A”) at the time of a payment event set forth in this Agreement, then no severance or other payments pursuant to this Agreement shall be made to Executive by the Company until the amount of time has passed that is necessary to avoid incurring excise taxes under Code Section 409A. Should this Section 22 result in a delay of payments to Executive, on the first day any such payments may be made without incurring a penalty pursuant to Code Section 409A (the “409A Payment Date”), the Company shall begin to make such payments as provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 22, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments to Executive should have been made under this Agreement. For purposes of this provision, the term Specified Employee shall have the meaning set forth in Section 409A(2)(B)(i) of the Internal Revenue Code of 1986, as amended or any successor provision and the treasury regulations and rulings issued thereunder. If any compensation or benefits provided by this Agreement may result in the application of Code Section 409A, the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Code Section 409A or in order to comply with Section 409A the provisions of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision diminution in the Plan value of the payments or benefits to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, 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. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the CodeExecutive.

Compliance with Section 409A of the Internal Revenue Code. The Award is PSUs are intended to comply with Section 409A of the Code (“Section 409A”) to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in The Company reserves the Plan right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the contraryPSUs, no payment to the extent necessary or distribution under this Plan advisable to comply with Section 409A and reserves the right to make any changes to the PSUs so that constitutes an item of the PSUs do not become deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. 409A. For purposes of this AwardAgreement, 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. 409A. Notwithstanding any provision in the Plan or this Agreement to the contrary, if you are the Participant is a “specified employee employee” and a payment subject to Section 409A (and not excepted therefrom) to the Participant is due upon Separation from Service, such payment shall be delayed for a period of six (6) months after the date the Participant Separates from Service (or, if earlier, the death of the Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the end of the six-month period unless another compliant date is specified in the applicable agreement. If the PSUs include a “series of installment payments” (within the meaning of Section 409A Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the CodePSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), then the Participant’s right to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you such dividend equivalents shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured treated separately from the date of your separation from service or (ii) right to other amounts under the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them hereinPSUs. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or any affiliate an Affiliate, including the Employer, be liable to you the Participant on account of an Award’s failure of the PSUs to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A of the Code.409A.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended If you are a “specified employee” within the meaning set forth in the document entitled “409A: Policy of X.X. Xxxxxxxxx & Sons Company and its Affiliates Regarding Specified Employees” on your Termination Date, then any amounts payable pursuant to comply with Section this Agreement or otherwise that (i) become payable as a result of your Separation from Service and (ii) are subject to section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason as a result of your Termination of Separation from Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, 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. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service paid until the earlier of: of (ix) the expiration first business day of the six sixth month occurring after the month in which the Termination Date occurs and (6)-month period measured from the date of your separation from service or (iiy) the date of your death. Upon Notwithstanding the expiration of the applicable waiting period set forth in the immediately preceding sentence, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been amounts payable in a single lump sum or in installments in the absence of such deferral) shall be paid to you in as a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with result of your Separation from Service that do not exceed two times the normal payment dates specified for them herein. Notwithstanding any provision lesser of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify your annualized compensation based upon your annual rate of Base Salary for favorable U.S. or foreign tax treatment or the year prior to the year in which the date of your Separation from Service occurs and (ii) avoid adverse tax treatment the maximum amount that may be taken into account under U.S. section 401(a)(17) of the Code in the year in which the date of your Separation from Service occurs may be paid as otherwise scheduled. If any compensation or foreign law, including, without limitation, Section benefits provided by this Agreement may result in the application of section 409A of the Code, then the Company shall, in consultation with you, modify this Agreement to the extent permissible under section 409A of the Code in the least restrictive manner as necessary to exclude such compensation and benefits from the definition of “deferred compensation” within the meaning of such section 409A of the Code or in order to comply with the provisions of section 409A of the Code. By signing this Agreement you acknowledge that if any amount paid or payable to you becomes subject to section 409A of the Code, you are solely responsible for the payment of any taxes and interest due as a result.

Compliance with Section 409A of the Internal Revenue Code. The Award This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto with, or to otherwise be exempt from Section 409A of the Codefrom, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury the rules and regulations promulgated thereunder (collectively, “Section 409A”). However, the Company has not made and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan is making no representation to you relating to the contrary, no tax treatment of any payment or distribution under pursuant to this Plan that constitutes an item of deferred compensation Agreement under Section 409A and the corresponding provisions of any applicable State income tax laws. Notwithstanding anything to the Code and becomes payable by reason contrary in this Agreement, any payments or benefits due hereunder upon a termination of your Termination employment which are a “deferral of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service compensation” within the meaning of Section 409A of the Code. For purposes of this Award, each amount shall only be payable or provided to be paid or benefit to be provided shall be construed you upon a “separation from service” as a separate identified payment defined for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary409A. In addition, if you are a “specified employee employee” as determined pursuant to Section 409A as of the date of your separation from service, as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A of and cannot be paid or provided in the Codemanner provided herein without subjecting you to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable during the first six months following your separation from service shall be paid or provided to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until in a lump sum on the earlier of: of (i) the expiration first business day of the six (6)-month period measured from seventh calendar month immediately following the date of month in which your separation from service occurs or (ii) the date of your death. Upon To the expiration extent required to satisfy the provisions of the applicable waiting period set forth in foregoing sentence with respect to any benefit to be provided in-kind, the preceding sentenceCompany shall xxxx you, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in you shall promptly pay, the absence value for tax purposes of any such deferral) benefit and the Company shall be therefore promptly refund the amount so paid to by you in a lump sum as soon as practicableallowed by the foregoing sentence. For purposes of Section 409A, but in no event later than sixty (60) calendar days, following such expired period, and any remaining the right to a series of installment payments due under this Award will Agreement shall be paid in accordance with the normal payment dates specified for them hereintreated as a right to a series of separate payments. Notwithstanding With respect to any reimbursement of your expenses, or any provision of the Plan in-kind benefits to you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the contraryfollowing conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (iSection 105(b) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section section 409A of the Code and becomes payable by reason of your Termination termination of Service employment or service with the Company shall be made to you until your Termination termination of Service employment or service constitutes a separation from service within the meaning of Section section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section section 409A of the Code, you shall not be entitled to any payments upon a termination of your Termination of Service employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto with, or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury the rules and regulations promulgated thereunder (collectively, “Section 409A”). However, the Company has not made and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan is making no representation to you relating to the contrary, no tax treatment of any payment or distribution under pursuant to this Plan that constitutes an item of deferred compensation Agreement under Section 409A and the corresponding provisions of any applicable State income tax laws. Notwithstanding anything to the Code and becomes payable by reason contrary in this Agreement, any payments or benefits due hereunder upon a termination of your Termination employment which are a “deferral of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service compensation” within the meaning of Section 409A of the Code. For purposes of this Award, each amount shall only be payable or provided to be paid or benefit to be provided shall be construed you upon a “separation from service” as a separate identified payment defined for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary409A. In addition, if you are a “specified employee employee” as determined pursuant to Section 409A as of the date of your separation from service, as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A of and cannot be paid or provided in the Codemanner provided herein without subjecting you to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable during the first six months following your separation from service shall be paid or provided to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until in a lump sum on the earlier of: of (i) the expiration first business day of the six (6)-month period measured from seventh calendar month immediately following the date of month in which your separation from service or occurs and (ii) the date of your death. Upon To the expiration extent required to satisfy the provisions of the applicable waiting period set forth in foregoing sentence with respect to any benefit to be provided in-kind, the preceding sentenceCompany shall xxxx you, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in you shall promptly pay, the absence value for tax purposes of any such deferral) benefit and the Company shall be therefore promptly refund the amount so paid to by you in a lump sum as soon as practicableallowed by the foregoing sentence. For purposes of Section 409A, but in no event later than sixty (60) calendar days, following such expired period, and any remaining the right to a series of installment payments due under this Award will Agreement shall be paid in accordance with the normal payment dates specified for them hereintreated as a right to a series of separate payments. Notwithstanding With respect to any reimbursement of your expenses, or any provision of the Plan in-kind benefits to you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the contraryfollowing conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (iSection 105(b) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code.; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to

Compliance with Section 409A of the Internal Revenue Code. The Award is intended This Agreement shall be interpreted to comply with Section avoid any penalty sanctions under section 409A of the Code to Code. If any payment or benefit cannot be provided or made at the extent subject thereto time specified herein without incurring sanctions under section 409A, then such benefit or to otherwise payment shall be exempt from Section provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A of the Code, and all payments to be made upon the Officer’s termination of employment under this Agreement may only be made upon the Officer’s “separation from service” within the meaning of such term under section 409A of the Code, each payment made under this Agreement shall be interpreted treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Officer’s lifetime (or during a shorter period of time specified in this intent and Section 409A Agreement), (ii) 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 Code calendar year following the year in which the expense is incurred, and treasury regulations and other interpretive guidance issued thereunder(iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. If expenses are incurred in connection with litigation, including without limitation any such regulations or other guidance that may reimbursements under the Agreement shall be issued after paid not later than the Grant Dateend of the calendar year following the year in which the litigation is resolved. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, 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. Notwithstanding any provision in the Plan Agreement to the contrary, if you at the time of the Officer’s termination of employment with the Companies, SJI has securities which are publicly-traded on an established securities market and the Officer is a “specified employee within employee” (as such terms is defined in section 409A of the meaning Code) and it is necessary to postpone the commencement of Section any payments upon the Officer’s termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Companies shall 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 extent necessary Officer) that are not otherwise paid within the short-term deferral and separation pay plan exceptions under Treas. Reg. section 1.409A-1(b)(4) and (7), respectively, until the first payroll date that occurs after the date that is six (6) months following the Officer’s “separation from service” with the Companies. If any payments are postponed due to avoid such requirements, such amounts shall be paid in a lump sum to the imposition Officer, and any installment payments due to the Officer shall recommence, on the first payroll date that occurs after the date that is six (6) months following the Officer’s “separation from service” with the Companies. If the Officer dies during the postponement period prior to the payment of taxes under Section the postponed amount, the amounts withheld on account of section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) Code shall be paid to you in a lump sum as soon as practicable, but in no event later than the personal representative of the Officer’s estate within sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with days after the normal payment dates specified for them herein. Notwithstanding any provision date of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an AwardOfficer’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Codedeath.

Compliance with Section 409A of the Internal Revenue Code. The Award is All payments under this Agreement are intended to comply with Section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service comply with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable regulations thereunder. For purposes References in this Agreement to “termination of this Awardemployment” or any words to similar effect shall mean a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). The Parties intend that if any payments hereunder are paid in two or more installments, each amount to be paid or benefit to be provided installment of such payments shall be construed as constitute a separate identified payment “payment” for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan anything to the contrarycontrary in this Agreement, if you are the Company determines (i) that on the date Employee’s employment with the Company terminates, Employee is a “specified employee employee” (as such term is defined under Treasury Regulation Section 1.409A-1(i)) of the Company and (ii) that any payment or payments to be provided to Employee pursuant to this Agreement constitute deferred compensation (as defined within applicable regulations under Section 409A of the Code after taking into account all applicable exemptions) payable on account of a “separation from service” (as defined in Treasury Regulation Section 1.401(a)-1(h)), then such payments shall be delayed until after the date that is six months after the date of Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of Employee’s death. Any payments delayed pursuant to this Section 9 shall be made in lump sum on the first day of the seventh month following Employee’s separation from service, or, if earlier, the date of Employee’s death. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Employee participates during the term of Employee’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, then (a) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (b) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the extent necessary additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid the imposition of taxes any additional tax or income recognition before actual payment to Executive under Section 409A. Executive agrees and acknowledges that the Company makes no representations or warranties with respect to the application of Section 409A of the Code, you shall not be entitled and other tax consequences to any payments upon your Termination hereunder and, by the acceptance of Service until any such payments, Executive agrees to accept the earlier of: (i) the expiration potential application of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A and the other tax consequences of the Codeany payments made hereunder.

Compliance with Section 409A of the Internal Revenue Code. The Award This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto with, or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury the rules and regulations promulgated thereunder (collectively, “Section 409A”). However, the Company has not made and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan is making no representation to you relating to the contrary, no tax treatment of any payment or distribution under pursuant to this Plan that constitutes an item of deferred compensation Agreement under Section 409A and the corresponding provisions of any applicable State income tax laws. Notwithstanding anything to the Code and becomes payable by reason contrary in this Agreement, any payments or benefits due hereunder upon a termination of your Termination employment which are a “deferral of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service compensation” within the meaning of Section 409A of the Code. For purposes of this Award, each amount shall only be payable or provided to be paid or benefit to be provided shall be construed you upon a “separation from service” as a separate identified payment defined for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary409A. In addition, if you are a “specified employee employee” as determined pursuant to Section 409A as of the date of your separation from service, as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A of and cannot be paid or provided in the Codemanner provided herein without subjecting you to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable during the first six months following your separation from service shall be paid or provided to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until in a lump sum on the earlier of: of (i) the expiration first business day of the six (6)-month period measured from seventh calendar month immediately following the date of month in which your separation from service or occurs and (ii) the date of your death. Upon To the expiration extent required to satisfy the provisions of the applicable waiting period set forth in foregoing sentence with respect to any benefit to be provided in-kind, the preceding sentenceCompany shall xxxx you, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in you shall promptly pay, the absence value for tax purposes of any such deferral) benefit and the Company shall be therefore promptly refund the amount so paid to by you in a lump sum as soon as practicableallowed by the foregoing sentence. For purposes of Section 409A, but in no event later than sixty (60) calendar days, following such expired period, and any remaining the right to a series of installment payments due under this Award will Agreement shall be paid in accordance with the normal payment dates specified for them hereintreated as a right to a series of separate payments. Notwithstanding With respect to any reimbursement of your expenses, or any provision of the Plan in-kind benefits to you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the contraryfollowing conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (iSection 105(b) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended If any compensation or benefits provided by this Agreement may result in the application of section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the Company shall, in consultation with me, modify the Agreement in the least restrictive manner necessary in order to comply with exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A of the Internal Revenue Code or in order to comply with the extent subject thereto or to otherwise be exempt from provisions of Section 409A of the Internal Revenue Code, and shall be interpreted in accordance with this intent and Section 409A other applicable provision(s) of the Code and treasury regulations and other interpretive guidance issued thereunderand/or any rules, including without limitation any such regulations or other regulatory guidance that may be issued after the Grant Date. Notwithstanding under such statutory provisions and without any provision diminution in the Plan value of the payments to me. Any payments that qualify for the contrary“short-term” deferral exception under Treasury Regulations Section 1.409A-1(b)(4), no payment the “separation pay” exception under Treasury Regulations Section 1.409A-1(b)(9)(iii), or distribution under this Plan that constitutes an item of deferred compensation any other exception under Section 409A of the Internal Revenue Code and becomes payable by reason of your Termination of Service with will be paid under the Company applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed treated as a separate identified payment for purposes of Section 409A of the Internal Revenue Code. Notwithstanding any provision All reimbursements provided under this Agreement shall be provided in accordance with the Plan to the contrary, if you are a specified employee within the meaning requirements of Section 409A of the Internal Revenue Code, then including, where applicable, the requirement that (a) the amount of expenses eligible for reimbursement during one calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year; (b) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense is incurred; and (c) the right to the extent necessary any reimbursement will not be subject to avoid the imposition of taxes liquidation or exchange for another benefit. If any payment that I become entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A of the Internal Revenue Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments I understand and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) agree that I shall be paid to you in a lump sum as soon as practicableresponsible for any and all such interest, but in no event later than sixty (60) calendar days, following such expired period, penalties and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Codeadditional tax.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award If, when the Employee’s employment with the Company terminates, the Employee is intended a "specified employee" as defined in Section 409A(a)(1)(B)(i) of the Internal Revenue Code, and if any payments under this Agreement, including payments under Section 4, are considered nonqualified deferred compensation that could result in additional tax or interest to comply the Employee under Section 409A(a)(1)(B) ("Section 409A Penalties"), then despite any provision of this Agreement to the contrary, the Employee will not be entitled to payments until the earliest of (a) the date that is at least six months after termination of the Employee's employment for reasons other than the Employee's death, (b) the date of the Employee's death, or (c) any earlier date that does not result in Section 409A Penalties to the Employee. As soon as practicable after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Employee in a lump sum. Additionally, if any provision of this Agreement would subject the Employee to Section 409A Penalties, the Company will apply such provision in a manner consistent with Section 409A of the Internal Revenue Code during any period in which an arrangement is permitted to the extent subject thereto or to otherwise be exempt from comply operationally with Section 409A of the CodeInternal Revenue Code and before a formal amendment to this Agreement is required. For purposes of this Agreement, and shall be interpreted in accordance with this intent and any reference to the Employee's termination of employment will mean that the Employee has incurred a "separation from service" under Section 409A of the Internal Revenue Code of 1986, as amended, and treasury regulations any guidance thereunder. In addition, any reference to a "Change in Control" under this Agreement will be interpreted in a manner consistent with the descriptions of a "change in control event" under Section 409A of the Internal Revenue Code. With respect to reimbursements and other interpretive guidance issued thereundernotwithstanding anything to the contrary in this Agreement, including without limitation any such regulations or other guidance that may all reimbursements shall be issued made within 10 days after the Grant DateCompany has received the appropriate receipts and documentation from the Employee and in accordance with the requirements of Section 409A of the Internal Revenue Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employee's lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses 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 no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision in For purposes of the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of limitations on nonqualified deferred compensation under Section 409A of the Code and becomes payable by reason Code, each payment of your Termination of Service with the Company compensation under this Agreement shall be made to you until your Termination treated as a separate payment of Service constitutes a separation from service within compensation for purposes of applying the meaning of Section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of Code deferral election rules and the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes exclusion under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your deathCode for certain short-term deferral amounts. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in In no event later than sixty (60) may the Executive, directly or indirectly, designate the calendar days, following such expired period, and year of any remaining payments due payment under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the CodeAgreement.

Compliance with Section 409A of the Internal Revenue Code. The Award This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto with, or to otherwise be exempt from Section 409A of the Codefrom, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury the rules and regulations promulgated thereunder (collectively, “Section 409A”). However, the Company has not made and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan is making no representation to you relating to the contrary, no tax treatment of any payment or distribution under pursuant to this Plan that constitutes an item of deferred compensation Agreement under Section 409A and the corresponding provisions of any applicable State income tax laws. Notwithstanding anything to the Code and becomes payable by reason contrary in this Agreement, any payments or benefits due hereunder upon a termination of your Termination employment which are a “deferral of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service compensation” within the meaning of Section 409A of the Code. For purposes of this Award, each amount shall only be payable or provided to be paid or benefit to be provided shall be construed you upon a “separation from service” as a separate identified payment defined for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary409A. In addition, if you are a “specified employee employee” as determined pursuant to Section 409A as of the date of your separation from service, as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A of and cannot be paid or provided in the Codemanner provided herein without subjecting you to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable during the first six months following your separation from service shall be paid or provided to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until in a lump sum on the earlier of: of (i) the expiration first business day of the six (6)-month period measured from seventh calendar month immediately following the date of month in which your separation from service occurs or (ii) the date of your death. Upon To the expiration extent required to satisfy the provisions of the applicable waiting period set forth in foregoing sentence with respect to any benefit to be provided in-kind, the preceding sentenceCompany shall xxxx you, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in you shall promptly pay, the absence value for tax purposes of any such deferral) benefit and the Company shall be therefore promptly refund the amount so paid to by you in a lump sum as soon as practicableallowed by the foregoing sentence. For purposes of Section 409A, but in no event later than sixty (60) calendar days, following such expired period, and any remaining the right to a series of installment payments due under this Award will Agreement shall be paid in accordance with the normal payment dates specified for them hereintreated as a right to a series of separate payments. Notwithstanding With respect to any reimbursement of your expenses, or any provision of the Plan in-kind benefits to you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the contraryfollowing conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (iSection 105(b) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code.; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Xxxxxxx Xxxxxx Employment Agreement

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate (collectively, “Section 409A of the Code”). Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are deemed a “specified employee employee” within the meaning of Section section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section section 409A of the Code, you with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall not be entitled to any payments upon your Termination of Service made or provided until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, section 409A of the Code. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on you by Section 409A of the Code or damages for failing to comply with Section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunderthereunder (collectively, “Section 409A of the Code”), including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are deemed a “specified employee employee” within the meaning of Section section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section section 409A of the Code, you with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall not be entitled to any payments upon your Termination of Service made or provided until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate Affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, section 409A of the Code. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on you by Section 409A of the Code or damages for failing to comply with Section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Equity Grant Date. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section section 409A of the Code and becomes payable by reason of your Termination termination of Service employment or service with the Company shall be made to you until your Termination termination of Service employment or service constitutes a separation from service within the meaning of Section section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section section 409A of the Code, you shall not be entitled to any payments upon a termination of your Termination of Service employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section section 409A of the Code and becomes payable by reason of your Termination termination of Service employment or service with the Company shall be made to you until your Termination termination of Service employment or service constitutes a separation from service within the meaning of Section section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section section 409A of the Code, you shall not be entitled to any payments upon a termination of your Termination of Service employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 8 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section 409A of the Code (“Section 409A”) to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in The Company reserves the Plan right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the contraryAward, no payment to the extent necessary or distribution under this Plan that constitutes an item of deferred compensation under advisable to comply with Section 409A of and reserves the Code and becomes payable by reason of your Termination of Service with right to make any changes to the Company shall be made Award so that it does not become subject to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Codeor a “specified employee” waiting period (as described below). For purposes of this AwardAgreement, 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. 409A. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Agreement that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of the Participant’s termination of employment or service with the Company or any Affiliate or Subsidiary shall be made to the Participant until his or her termination of employment or service constitutes a “separation from service” within the meaning of Section 409A. Notwithstanding any provision in the Plan or this Agreement to the contrary, if you are the Participant is a specified employee within the meaning of Section 409A of the Code409A, then to the extent necessary to avoid the imposition of taxes under Section 409A of 409A, the Code, you Participant shall not be entitled to any payments upon your Termination a termination of Service his or her employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your the Participant’s separation from service or (ii) the date of your the 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 13 10(i) (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 you the 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 remaining payments due under this Award Agreement will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or any affiliate Affiliate or Subsidiary be liable to you the Participant on account of an Award’s failure of the Award to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A of the Code.409A. Appendix A Performance Stock Unit Award Agreement Performance Conditions

Compliance with Section 409A of the Internal Revenue Code. The Award is intended If any compensation or benefits provided by this Agreement may result in the application of section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the Company shall, in consultation with me, modify the Agreement in the least restrictive manner necessary in order to comply with exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A of the Internal Revenue Code or in order to comply with the extent subject thereto or to otherwise be exempt from provisions of Section 409A of the Internal Revenue Code, and shall be interpreted in accordance with this intent and Section 409A other applicable provision(s) of the Code and treasury regulations and other interpretive guidance issued thereunderand/or any rules, including without limitation any such regulations or other regulatory guidance that may be issued after the Grant Date. Notwithstanding under such statutory provisions and without any provision diminution in the Plan value of the payments to me. Any payments that qualify for the contrary“short-term” deferral exception under Treasury Regulations Section 1.409A-1(b)(4), no payment the “separation pay” exception under Treasury Regulations Section 1.409A-1(b)(9)(iii), or distribution under this Plan that constitutes an item of deferred compensation any other exception under Section 409A of the Internal Revenue Code and becomes payable by reason of your Termination of Service with will be paid under the Company applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed treated as a separate identified payment for purposes of Section 409A of the Internal Revenue Code. Notwithstanding any provision All reimbursements provided under this Agreement shall be provided in accordance with the Plan to the contrary, if you are a specified employee within the meaning requirements of Section 409A of the Internal Revenue Code, then including, where applicable, the requirement that (a) the amount of expenses eligible for reimbursement during one calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year; (b) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense is incurred; and (c) the right to the extent necessary any reimbursement will not be subject to avoid the imposition of taxes liquidation or exchange for another benefit. If any payment that I become entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A of the Internal Revenue Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments I understand and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) agree that I shall be paid to you in a lump sum as soon as practicableresponsible for any and all such interest, but in no event later than sixty (60) calendar dayspenalties and additional tax. The parties’ signatures below indicate their agreement, following such expired periodunderstanding, and any remaining payments due under acceptance of this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the CodeSeparation and Release Agreement and its terms and conditions.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to If you until your Termination of Service constitutes are a separation from service “specified employee” within the meaning set forth in the document entitled “409A: Policy of X.X. Xxxxxxxxx & Sons Company and its Affiliates Regarding Specified Employees” on your Termination Date, then any amounts payable pursuant to this Agreement or otherwise that (i) become payable as a result of your Separation from Service and (ii) are subject to Code Section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes result of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you your Separation from Service shall not be entitled to any payments upon your Termination of Service paid until the earlier of: of (ix) the expiration first business day of the six sixth month occurring after the month in which the Termination Date occurs and (6)-month period measured from the date of your separation from service or (iiy) the date of your death. Upon Notwithstanding the expiration of the applicable waiting period set forth in the immediately preceding sentence, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been amounts payable in a single lump sum or in installments in the absence of such deferral) shall be paid to you in as a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with result of your Separation from Service that do not exceed two times the normal payment dates specified for them herein. Notwithstanding any provision lesser of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify your annualized compensation based upon your annual rate of Base Salary for favorable U.S. or foreign tax treatment or the year prior to the year in which the date of your Separation from Service occurs and (ii) avoid adverse tax treatment the maximum amount that may be taken into account under U.S. Code Section 401(a)(17) in the year in which the date of your Separation from Service occurs may be paid as otherwise scheduled. If any compensation or foreign lawbenefits provided by this letter may result in the application of Code Section 409A, includingthen the Company shall, without limitationin consultation with you, modify this Agreement to the extent permissible under Code Section 409A in the least restrictive manner necessary in order to exclude such compensation and benefits from the definition of “deferred compensation” within the Codemeaning of such Code Section 409A or in order to comply with the provisions of Code Section 409A. By signing this Agreement you acknowledge that if any amount paid or payable to you becomes subject to Code Section 409A, you are solely responsible for the payment of any taxes and interest due as a result.

Compliance with Section 409A of the Internal Revenue Code. The Award All payments pursuant to this Agreement shall be subject to the provisions of this Section 19. If Executive is intended a “Specified Employee” of the Company for purposes of Internal Revenue Code Section 409A (“Code Section 409A”) at the time of a payment event set forth in this Agreement, then no severance or other payments pursuant to this Agreement shall be made to Executive by the Company until the amount of time has passed that is necessary to avoid incurring excise taxes under Code Section 409A. Should this Section 19 result in a delay of payments to Executive, on the first day any such payments may be made without incurring a penalty pursuant to Code Section 409A (the “409A Payment Date”), the Company shall begin to make such payments as provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 19, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments to Executive should have been made under this Agreement. For purposes of this provision, the term Specified Employee shall have the meaning set forth in Section 409A(2)(B)(i) of the Internal Revenue Code of 1986, as amended or any successor provision and the treasury regulations and rulings issued thereunder. If any compensation or benefits provided by this Agreement may result in the application of Code Section 409A, the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Code Section 409A or in order to comply with Section 409A the provisions of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision diminution in the Plan value of the payments or benefits to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, 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. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the CodeExecutive.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section 409A of the Code (“Section 409A”) to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in The Company reserves the Plan right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the contraryAward, no payment to the extent necessary or distribution under this Plan that constitutes an item of deferred compensation under advisable to comply with Section 409A of and reserves the Code and becomes payable by reason of your Termination of Service with right to make any changes to the Company shall be made Award so that it does not become subject to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Codeor a “specified employee” waiting period (as described below). For purposes of this AwardAgreement, 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. 409A. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Agreement that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of the Participant’s termination of employment or service with the Company or any Affiliate or Subsidiary shall be made to the Participant until his or her termination of employment or service constitutes a “separation from service” within the meaning of Section 409A. Notwithstanding any provision in the Plan or this Agreement to the contrary, if you are the Participant is a specified employee within the meaning of Section 409A of the Code409A, then to the extent necessary to avoid the imposition of taxes under Section 409A of 409A, the Code, you Participant shall not be entitled to any payments upon your Termination a termination of Service his or her employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your the Participant’s separation from service or (ii) the date of your the 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 13 ‎10(i) (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 you the 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 remaining payments due under this Award Agreement will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or any affiliate Affiliate or Subsidiary be liable to you the Participant on account of an Award’s failure of the Award to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A of the Code.409A. Appendix A Performance Stock Unit Award Agreement Performance Conditions [●]

Compliance with Section 409A of the Internal Revenue Code. The Award It is intended to that this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder (“Section 409A”). If, when the Executive's employment with the Company terminates, the Executive is a "specified employee" as defined in Section 409A(a)(1)(B)(i), and if any payments under this Agreement, including payments under Section 4, will result in additional tax or interest to the extent subject thereto or to otherwise be exempt from Executive under Section 409A(a)(1)(B) ("Section 409A of the CodePenalties"), and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding then despite any provision in the Plan of this Agreement to the contrary, no payment the Executive will not be entitled to payments until the earliest of (a) the date that is at least six months after termination of the Executive's employment for reasons other than the Executive's death, (b) the date of the Executive's death, or distribution (c) any earlier date that does not result in Section 409A Penalties to the Executive. As soon as practicable after the end of the period during which payments are delayed under this Plan provision, the entire amount of the delayed payments shall be paid to the Executive in a lump sum. Additionally, if any provision of this Agreement would subject the Executive to Section 409A Penalties, the Company will apply such provision in a manner consistent with Section 409A during any period in which an arrangement is permitted to comply operationally with Section 409A and before a formal amendment to this Agreement is required. For purposes of this Agreement, any reference to the Executive's termination of employment will mean that constitutes an item of the Executive has incurred a "separation from service" under Section 409A. No payments to be made under this Agreement may be accelerated or deferred compensation except as specifically permitted under Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination paid under the applicable exception. Each payment of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of compensation under this Award, each amount to be paid or benefit to be provided Agreement shall be construed treated as a separate identified payment of compensation for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to 409A. To the extent necessary that any reimbursements provided under this Agreement constitute deferred compensation subject to avoid the imposition of taxes under Section 409A of the Code409A, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) amounts shall be paid or reimbursed to you in a lump sum as soon as practicablethe Executive promptly, but in no event later than sixty (60) calendar days, December 31 of the year following the year in which the expense is incurred. The amount of any such expired periodpayments 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 the Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them hereinother benefit. Notwithstanding any other provision of the Plan this Agreement to the contrary, but only to the extent necessary to comply with Section 409A, if the period in no event which the Release required by Section 4(F) or (G) of this Agreement must be provided and become effective and irrevocable in accordance with its terms begins in one calendar year and ends in a second calendar year, payment of any nonqualified deferred compensation shall be made or commence on the Company or any affiliate be liable to you on account later of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment the first payroll date of the second calendar year, or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code.first payroll date after the date that the Release becomes effective and irrevocable in accordance with its terms

Compliance with Section 409A of the Internal Revenue Code. The Award It is intended to that this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder (“Section 409A”). If, when the Executive's employment with the Company terminates, the Executive is a "specified employee" as defined in Section 409A(a)(1)(B)(i), and if any payments under this Agreement, including payments under Section 4, will result in additional tax or interest to the extent subject thereto or to otherwise be exempt from Executive under Section 409A(a)(1)(B) ("Section 409A of the CodePenalties"), and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding then despite any provision in the Plan of this Agreement to the contrary, no payment the Executive will not be entitled to payments until the earliest of (a) the date that is at least six months after termination of the Executive's employment for reasons other than the Executive's death, (b) the date of the Executive's death, or distribution (c) any earlier date that does not result in Section 409A Penalties to the Executive. As soon as practicable after the end of the period during which payments are delayed under this Plan provision, the entire amount of the delayed payments shall be paid to the Executive in a lump sum. Additionally, if any provision of this Agreement would subject the Executive to Section 409A Penalties, the Company will apply such provision in a manner consistent with Section 409A during any period in which an arrangement is permitted to comply operationally with Section 409A and before a formal amendment to this Agreement is required. For purposes of this Agreement, any reference to the Executive's termination of employment will mean that constitutes an item of the Executive has incurred a "separation from service" under Section 409A. No payments to be made under this Agreement may be accelerated or deferred compensation except as specifically permitted under Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination paid under the applicable exception. Each payment of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of compensation under this Award, each amount to be paid or benefit to be provided Agreement shall be construed treated as a separate identified payment of compensation for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to 409A. To the extent necessary that any reimbursements provided under this Agreement constitute deferred compensation subject to avoid the imposition of taxes under Section 409A of the Code409A, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) amounts shall be paid or reimbursed to you in a lump sum as soon as practicableExecutive promptly, but in no event later than sixty (60) calendar days, December 31 of the year following the year in which the expense is incurred. The amount of any such expired periodpayments 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 payments or reimbursement shall not be subject to liquidation or exchange for any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them hereinother benefit. Notwithstanding any other provision of the Plan this Agreement to the contrary, but only to the extent necessary to comply with Section 409A, if the period in no event which the Release required by Section 4(F) or (G) of this Agreement must be provided and become effective and irrevocable in accordance with its terms begins in one calendar year and ends in a second calendar year, payment of any nonqualified deferred compensation shall be made or commence on the Company or any affiliate be liable to you on account later of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment the first payroll date of the second calendar year, or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code.first payroll date after the date that the Release becomes effective and irrevocable in accordance with its terms

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, 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. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon a termination of your Termination of Service employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section 409A of the Code (“Section 409A”) to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in The Company reserves the Plan right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the contraryAward, no payment to the extent necessary or distribution under this Plan that constitutes an item of deferred compensation under advisable to comply with Section 409A of and reserves the Code and becomes payable by reason of your Termination of Service with right to make any changes to the Company shall be made Award so that it does not become subject to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Codeor a “specified employee” waiting period (as described below). For purposes of this AwardAgreement, 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. 409A. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Agreement that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of the Participant’s termination of employment or service with the Company or any Affiliate or Subsidiary shall be made to the Participant until his or her termination of employment or service constitutes a “separation from service” within the meaning of Section 409A. Notwithstanding any provision in the Plan or this Agreement to the contrary, if you are the Participant is a specified employee within the meaning of Section 409A of the Code409A, then to the extent necessary to avoid the imposition of taxes under Section 409A of 409A, the Code, you Participant shall not be entitled to any payments upon your Termination a termination of Service his or her employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your the Participant’s separation from service or (ii) the date of your the 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 13 ‎6(i) (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 you the 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 remaining payments due under this Award Agreement will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or any affiliate Affiliate or Subsidiary be liable to you the Participant on account of an Award’s failure of the Award to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A of the Code.409A. Appendix A Performance-Based Award Performance Conditions [●]

Compliance with Section 409A of the Internal Revenue Code. The Award is intended This Agreement shall be interpreted to comply with Section avoid any penalty sanctions under section 409A of the Code to Code. If any payment or benefit cannot be provided or made at the extent subject thereto time specified herein without incurring sanctions under section 409A, then such benefit or to otherwise payment shall be exempt from Section provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A of the Code, and all payments to be made upon the Officer’s termination of employment under this Agreement may only be made upon the Officer’s “separation from service” within the meaning of such term under section 409A of the Code, each payment made under this Agreement shall be interpreted treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Officer’s lifetime (or during a shorter period of time specified in this intent and Section 409A Agreement), (ii) 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 Code calendar year following the year in which the expense is incurred, and treasury regulations and other interpretive guidance issued thereunder(iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. If expenses are incurred in connection with litigation, including without limitation any such regulations or other guidance that may reimbursements under the Agreement shall be issued after paid not later than the Grant Dateend of the calendar year following the year in which the litigation is resolved. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, 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. Notwithstanding any provision in the Plan Agreement to the contrary, if you at the time of the Officer’s termination of employment with the Companies, SJI has securities which are publicly-traded on an established securities market and the Officer is a “specified employee within employee” (as such terms is defined in section 409A of the meaning Code) and if it is necessary to postpone the commencement of Section any payments upon the Officer’s termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Companies shall 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 extent necessary Officer) that are not otherwise paid within the short-term deferral and separation pay plan exceptions under Treas. Reg. section 1.409A-1(b)(4) and (9), respectively, until the first payroll date that occurs after the date that is six (6) months following the Officer’s “separation from service” with the Companies. If any payments are postponed due to avoid such requirements, such amounts shall be paid in a lump sum to the imposition Officer, and any installment payments due to the Officer shall recommence, on the first payroll date that occurs after the date that is six (6) months following the Officer’s “separation from service” with the Companies. If the Officer dies during the postponement period prior to the payment of taxes under Section the postponed amount, the amounts withheld on account of section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) Code shall be paid to you in a lump sum as soon as practicable, but in no event later than the personal representative of the Officer’s estate within sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with days after the normal payment dates specified for them herein. Notwithstanding any provision date of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an AwardOfficer’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Codedeath.

Compliance with Section 409A of the Internal Revenue Code. The Award This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto with, or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury the rules and regulations promulgated thereunder (collectively, "Section 409A"). However, the Company has not made and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan is making no representation to you relating to the contrary, no tax treatment of any payment or distribution under pursuant to this Plan that constitutes an item of deferred compensation Agreement under Section 409A and the corresponding provisions of any applicable State income tax laws. Notwithstanding anything to the Code and becomes payable by reason contrary in this Agreement, any payments or benefits due hereunder upon a termination of your Termination employment which are a "deferral of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service compensation" within the meaning of Section 409A of the Code. For purposes of this Award, each amount shall only be payable or provided to be paid or benefit to be provided shall be construed you upon a "separation from service" as a separate identified payment defined for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary409A. In addition, if you are a "specified employee employee" as determined pursuant to Section 409A as of the date of your separation from service, as so defined, and if any payments or entitlements provided for in this Agreement constitute a "deferral of compensation" within the meaning of Section 409A of and cannot be paid or provided in the Codemanner provided herein without subjecting you to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable during the first six months following your separation from service shall be paid or provided to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until in a lump sum on the earlier of: of (i) the expiration first business day of the six (6)-month period measured from seventh calendar month immediately following the date of month in which your separation from service or occurs and (ii) the date of your death. Upon To the expiration extent required to satisfy the provisions of the applicable waiting period set forth in foregoing sentence with respect to any benefit to be provided in-kind, the preceding sentenceCompany shall xxxx you, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in you shall promptly pay, the absence value for tax purposes of any such deferral) benefit and the Company shall be therefore promptly refund the amount so paid to by you in a lump sum as soon as practicableallowed by the foregoing sentence. For purposes of Section 409A, but in no event later than sixty (60) calendar days, following such expired period, and any remaining the right to a series of installment payments due under this Award will Agreement shall be paid in accordance with the normal payment dates specified for them hereintreated as a right to a series of separate payments. Notwithstanding With respect to any reimbursement of your expenses, or any provision of the Plan in-kind benefits to you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the contraryfollowing conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (iSection 105(b) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section 409A of the Code (“Section 409A”) to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in The Company reserves the Plan right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the contraryAward, no payment to the extent necessary or distribution under this Plan that constitutes an item of deferred compensation under advisable to comply with Section 409A of and reserves the Code and becomes payable by reason of your Termination of Service with right to make any changes to the Company shall be made Award so that it does not become subject to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Codeor a “specified employee” waiting period (as described below). For purposes of this AwardAgreement, 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. 409A. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Agreement that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of the Participant’s termination of employment or service with the Company or any Affiliate or Subsidiary shall be made to the Participant until his or her termination of employment or service constitutes a “separation from service” within the meaning of Section 409A. Notwithstanding any provision in the Plan or this Agreement to the contrary, if you are the Participant is a specified employee within the meaning of Section 409A of the Code409A, then to the extent necessary to avoid the imposition of taxes under Section 409A of 409A, the Code, you Participant shall not be entitled to any payments upon your Termination a termination of Service his or her employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your the Participant’s separation from service or (ii) the date of your the 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 13 ‎10(i) (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 you the 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 remaining payments due under this Award Agreement will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or any affiliate Affiliate or Subsidiary be liable to you the Participant on account of an Award’s failure of the Award to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A of the Code.409A. Appendix A Performance Stock Unit Award Agreement Performance Conditions

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section 409A of Corporation, the Code Bank and Executive hereby acknowledge and agree that all benefits or payments provided by the Employer to the extent subject thereto or Executive pursuant to otherwise this Agreement are intended either to be exempt from Section 409A of the CodeInternal Revenue Code and official guidance thereunder (“Section 409A”), or to be in compliance with Section 409A, and the Agreement shall be interpreted to the greatest extent possible to be so exempt or in accordance with this intent and compliance. If there is an ambiguity in the language of the Agreement, or if Section 409A of guidance indicates that a change to the Code Agreement is required or desirable to achieve exemption or compliance with Section 409A, the Corporation, the Bank, and treasury regulations and other interpretive guidance issued thereunder, including without limitation the Executive agree to attempt to renegotiate in good faith to clarify the ambiguity or make such change. If any such regulations severance or other guidance payments that may are required by the Agreement are to be issued after the Grant Date. Notwithstanding any provision paid in a series of installment payments, each individual payment in the Plan to series shall be considered a separate payment for purposes of Section 409A. If at the contrary, no payment or distribution under this Plan that constitutes an item time of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Executive’s Separation from Service with the Company shall be made Employer (a) any stock of the Corporation is publicly traded on an established securities market or otherwise, and (b) Executive is a “specified employee” within the meaning of Section 409A, no payment, compensation or other benefit payable or provided to you until your Termination of the Executive in connection with Separation from Service constitutes a separation from service that is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. For purposes of this Award, each amount to shall be paid or benefit provided to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until Executive before the earlier of: of (i) the expiration of the six (6)-month period measured from the date of your separation from service Executive’s death or (ii) the day that is six (6) months plus one (1) day after the Separation from Service date (the “New Payment Date”). The aggregate of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all any payments and benefits deferred pursuant to this Section 13 (whether they that otherwise would have otherwise been payable in a single lump sum or in installments in paid to the absence of such deferral) Executive during the period between the Separation from Service date and the New Payment Date shall be paid to you the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as soon as practicable, but in no event later than sixty (60) calendar days, of the day immediately following such expired period, and any remaining payments due under this Award will the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the normal payment dates specified for them herein. Notwithstanding any provision terms of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Codethis Agreement.

Compliance with Section 409A of the Internal Revenue Code. The Award This Agreement is intended to comply with the requirements of Code Section 409A of and the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision anything in the Plan this Agreement to the contrary, no payment to the extent that this Agreement constitutes a nonqualified deferred compensation plan to which Code Section 409A applies, (1) the administration of this Award (including time and manner of payments under it) shall comply with Code Section 409A, (2) any shares or distribution other amounts payable under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason Agreement on a termination of your Termination of Service with the Company shall employment may only be made to you until your Termination of Service constitutes paid on a separation from service within the meaning of (as such term is defined under Code Section 409A and regulations thereunder) (“Separation from Service”), (3) each payment of the Code. For purposes of compensation under this Award, each amount to be paid or benefit to be provided Agreement shall be construed treated as a separate identified payment for purposes payment, (4) in no event may you, directly or indirectly, designate the calendar year of Section 409A of the Code. Notwithstanding any provision in the Plan a payment, and (5) no shares or other amounts which become issuable or distributable under this Agreement upon your Separation from Service shall actually be issued or distributed to you prior to the contrary, if you are a specified employee within the meaning earlier of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration first (1st) day of the six seventh (6)-month period measured from 7th) month following the date of your separation such Separation from service Service or (ii) the date of your death. Upon , if you are is deemed at the expiration time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the applicable waiting period set forth Treasury Regulations issued under Code Section 409A, as determined by the Committee, and such delayed commencement is otherwise required in the preceding sentence, all payments and benefits order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum shares or in installments in the absence of such deferral) other distributable amount shall be paid to you issued or distributed in a lump sum as soon as practicable, but in no event later than sixty on the first (601st) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision day of the Plan to seventh (7th) month following the contrarydate of your Separation from Service or, in no event shall if earlier, the first day of the month immediately following the date the Company or any affiliate be liable to you on account receives proof of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Codeyour death.

Compliance with Section 409A of the Internal Revenue Code. The Award This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto with, or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury the rules and regulations promulgated thereunder (collectively, “Section 409A”). However, the Company has not made and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan is making no representation to you relating to the contrary, no tax treatment of any payment or distribution under pursuant to this Plan that constitutes an item of deferred compensation Agreement under Section 409A and the corresponding provisions of any applicable State income tax laws. Notwithstanding anything to the Code and becomes payable by reason contrary in this Agreement, any payments or benefits due hereunder upon a termination of your Termination employment which are a “deferral of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service compensation” within the meaning of Section 409A of the Code. For purposes of this Award, each amount shall only be payable or provided to be paid or benefit to be provided shall be construed you upon a “separation from service” as a separate identified payment defined for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary409A. In addition, if you are a “specified employee employee” as determined pursuant to Section 409A as of the date of your separation from service, as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A of and cannot be paid or provided in the Codemanner provided herein without subjecting you to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable during the first six months following your separation from service shall be paid or provided to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until in a lump sum on the earlier of: of (i) the expiration first business day of the six (6)-month period measured from seventh calendar month immediately following the date of month in which your separation from service occurs or (ii) the date of your death. Upon To the expiration extent required to satisfy the provisions of the applicable waiting period set forth in foregoing sentence with respect to any benefit to be provided in-kind, the preceding sentenceCompany shall xxxx you, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in you shall promptly pay, the absence value for tax purposes of any such deferral) benefit and the Company shall be therefore promptly refund the amount so paid to by you in a lump sum as soon as practicableallowed by the foregoing sentence. For purposes of Section 409A, but in no event later than sixty (60) calendar days, following such expired period, and any remaining the right to a series of installment payments due under this Award will Agreement shall be paid in accordance with the normal payment dates specified for them hereintreated as a right to a series of separate payments. Notwithstanding With respect to any reimbursement of your expenses, or any provision of the Plan in-kind benefits to you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the contraryfollowing conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (iSection 105(b) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section 409A of Corporation, the Code Bank and Executive hereby acknowledge and agree that all benefits or payments provided by the Employer to the extent subject thereto or Executive pursuant to otherwise this Agreement are intended either to be exempt from Section 409A of the CodeInternal Revenue Code and official guidance thereunder (“Section 409A”), or to be in compliance with Section 409A, and the Agreement shall be interpreted to the greatest extent possible to be so exempt or in accordance with this intent and compliance. If there is an ambiguity in the language of the Agreement, or if Section 409A guidance indicates that a change to the Agreement is required or desirable to achieve exemption or compliance with Section 409A, the Corporation, the Bank, and the Executive agree to attempt to renegotiate in good faith to clarify the ambiguity or make such change. If any severance or other payments that are required by the Agreement are to be paid in a series of installment payments, each individual payment in the series shall be considered a separate payment for purposes of Section 409A. If at the time of the Code Change in Control (a) any stock of the Corporation is publicly traded on an established securities market or otherwise, and treasury regulations and other interpretive guidance issued thereunder(b) Executive is a “specified employee” within the meaning of Section 409A, including without limitation any such regulations no payment, compensation or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan benefit payable or provided to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service Executive in connection with the Company shall be made Change in Control that is determined, in whole or in part, to you until your Termination of Service constitutes a separation from service constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. For purposes of this Award, each amount to shall be paid or benefit provided to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until Executive before the earlier of: of (i) the expiration of the six (6)-month period measured from the date of your separation from service Executive’s death or (ii) the day that is six (6) months plus one (1) day after the Change in Control date (the “New Payment Date”). The aggregate of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all any payments and benefits deferred pursuant to this Section 13 (whether they that otherwise would have otherwise been payable paid to the Executive during the period between the Change in a single lump sum or in installments in Control date and the absence of such deferral) New Payment Date shall be paid to you the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as soon as practicable, but in no event later than sixty (60) calendar days, of the day immediately following such expired period, and any remaining payments due under this Award will the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the normal payment dates specified for them herein. Notwithstanding any provision terms of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Codethis Agreement.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan or this RSU Agreement to the contrary, no payment or distribution under this Plan RSU Agreement that constitutes an item of deferred compensation under Section section 409A of the Code and becomes payable by reason of your Termination Grantee’s termination of Service employment or service with the Company shall be made to you Grantee until your Termination and unless such termination of Service employment or service constitutes a separation from service within the meaning of Section section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section section 409A of the Code. Notwithstanding any provision in the Plan or this RSU Agreement to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then and to the extent necessary to avoid the imposition of taxes under Section section 409A of the Code, you (a) if Grantee is a specified employee within the meaning of section 409A of the Code, Grantee shall not be entitled to any payments upon your Termination a termination of Service employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your Grantee’s separation from service or (ii) or, if earlier, the date of your death) and (b) no Change in Control shall be deemed to have occurred hereunder unless such Change in Control constitutes a change in control event for purposes of section 409A of the Code. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you Grantee in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan Plan, this RSU Agreement or any Other Agreement to the contrary, in no event shall the Company or any affiliate Affiliate be liable to you Grantee on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section 409A of the Code (“Section 409A”) to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in The Company reserves the Plan right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the contraryAward, no payment to the extent necessary or distribution under this Plan that constitutes an item of deferred compensation under advisable to comply with Section 409A of and reserves the Code and becomes payable by reason of your Termination of Service with right to make any changes to the Company shall be made Award so that it does not become subject to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Codeor a “specified employee” waiting period (as described below). For purposes of this AwardAgreement, 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. 409A. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Agreement that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of the Participant’s termination of employment or service with the Company or any Affiliate or Subsidiary shall be made to the Participant until his or her termination of employment or service constitutes a “separation from service” within the meaning of Section 409A. Notwithstanding any provision in the Plan or this Agreement to the contrary, if you are the Participant is a specified employee within the meaning of Section 409A of the Code409A, then to the extent necessary to avoid the imposition of taxes under Section 409A of 409A, the Code, you Participant shall not be entitled to any payments upon your Termination a termination of Service his or her employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your the Participant’s separation from service or (ii) the date of your the 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 13 10(i) (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 you the 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 remaining payments due under this Award Agreement will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or any affiliate Affiliate or Subsidiary be liable to you the Participant on account of an Award’s failure of the Award to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A of the Code.409A.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant DateDate of Grant. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, 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. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon a termination of your Termination of Service employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 7 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate Affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code.

Compliance with Section 409A of the Internal Revenue Code. The Award This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto with, or to otherwise be exempt from Section 409A of the Codefrom, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury the rules and regulations promulgated thereunder (collectively, “Section 409A”). However, the Company has not made and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan is making no representation to you relating to the contrary, no tax treatment of any payment or distribution under pursuant to this Plan that constitutes an item of deferred compensation Agreement under Section 409A and the corresponding provisions of any applicable State income tax laws. Notwithstanding anything to the Code and becomes payable by reason contrary in this Agreement, any payments or benefits due hereunder upon a termination of your Termination employment which are a “deferral of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service compensation” within the meaning of Section 409A of the Code. For purposes of this Award, each amount shall only be payable or provided to be paid or benefit to be provided shall be construed you upon a “separation from service” as a separate identified payment defined for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary409A. In addition, if you are a “specified employee employee” as determined pursuant to Section 409A as of the date of your separation from service, as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A of and cannot be paid or provided in the Codemanner provided herein without subjecting you to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable during the first six months following your separation from service shall be paid or provided to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until in a lump sum on the earlier of: of (i) the expiration first business day of the six (6)-month period measured from seventh calendar month immediately following the date of month in which your separation from service occurs or (ii) the date of your death. Upon To the expiration extent required to satisfy the provisions of the applicable waiting period set forth in foregoing sentence with respect to any benefit to be provided in-kind, the preceding sentenceCompany shall xxxx you, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in you shall promptly pay, the absence value for tax purposes of any such deferral) benefit and the Company shall be therefore promptly refund the amount so paid to by you in a lump sum as soon as practicableallowed by the foregoing sentence. For purposes of Section 409A, but in no event later than sixty (60) calendar days, following such expired period, and any remaining the right to a series of installment payments due under this Award will Agreement shall be paid in accordance with the normal payment dates specified for them hereintreated as a right to a series of separate payments. Notwithstanding With respect to any reimbursement of your expenses, or any provision of the Plan in-kind benefits to you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the contraryfollowing conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code.Section

Compliance with Section 409A of the Internal Revenue Code. The Award All payments pursuant to this Agreement shall be subject to the provisions of this Section 21. If Employee is intended a “Specified Employee” of the Company for purposes of Internal Revenue Code Section 409A (“Code Section 409A”) at the time of a payment event set forth in this Agreement, then no severance or other payments pursuant to this Agreement shall be made to Employee by the Company until the amount of time has passed that is necessary to avoid incurring excise taxes under Code Section 409A. Should this Section 21 result in a delay of payments to Employee, on the first day any such payments may be made without incurring a penalty pursuant to Code Section 409A (the “409A Payment Date”), the Company shall begin to make such payments as provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 21, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments to Employee should have been made under this Agreement. For purposes of this provision, the term Specified Employee shall have the meaning set forth in Section 409A(2)(B)(i) of the Internal Revenue Code of 1986, as amended or any successor provision and the treasury regulations and rulings issued thereunder. If any compensation or benefits provided by this Agreement may result in the application of Code Section 409A, the Company shall, in consultation with the Employee, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Code Section 409A or in order to comply with Section 409A the provisions of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision diminution in the Plan value of the payments or benefits to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, 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. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the CodeEmployee.

Compliance with Section 409A of the Internal Revenue Code. The Award This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto with, or to otherwise be exempt from Section 409A of the Codefrom, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury the rules and regulations promulgated thereunder (collectively, “Section 409A”). However, the Company has not made and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan is making no representation to you relating to the contrary, no tax treatment of any payment or distribution under pursuant to this Plan that constitutes an item of deferred compensation Agreement under Section 409A and the corresponding provisions of any applicable State income tax laws. Notwithstanding anything to the Code and becomes payable by reason contrary in this Agreement, any payments or benefits due hereunder upon a termination of your Termination employment which are a “deferral of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service compensation” within the meaning of Section 409A of the Code. For purposes of this Award, each amount shall only be payable or provided to be paid or benefit to be provided shall be construed you upon a “separation from service” as a separate identified payment defined for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary409A. In addition, if you are a “specified employee employee” as determined pursuant to Section 409A as of the date of your separation from service, as so defined, and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A of and cannot be paid or provided in the Codemanner provided herein without subjecting you to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is otherwise payable during the first six months following your separation from service shall be paid or provided to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until in a lump sum on the earlier of: of (i) the expiration first business day of the six (6)-month period measured from seventh calendar month immediately following the date of month in which your separation from service occurs or (ii) the date of your death. Upon To the expiration extent required to satisfy the provisions of the applicable waiting period set forth in foregoing sentence with respect to any benefit to be provided in-kind, the preceding sentenceCompany shall xxxx you, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in you shall promptly pay, the absence value for tax purposes of any such deferral) benefit and the Company shall be therefore promptly refund the amount so paid to by you in a lump sum as soon as practicableallowed by the foregoing sentence. For purposes of Section 409A, but in no event later than sixty (60) calendar days, following such expired period, and any remaining the right to a series of installment payments due under this Award will Agreement shall be paid in accordance with the normal payment dates specified for them hereintreated as a right to a series of separate payments. Notwithstanding With respect to any reimbursement of your expenses, or any provision of the Plan in-kind benefits to you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the contraryfollowing conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (iSection Xxxxxxx X. Xxxxxxx Employment Agreement 105(b) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A of the Internal Revenue Code. The Award is intended to comply with Section section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Codethereto, and shall be interpreted in accordance with this intent and Section section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Equity Grant Date. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section section 409A of the Code and becomes payable by reason of your Termination termination of Service employment or service with the Company shall be made to you until your Termination termination of Service employment or service constitutes a separation from service within the meaning of Section section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section section 409A of the Code, you shall not be entitled to any payments upon a termination of your Termination of Service employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (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 you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. In the event you are required to sign a Release in connection with your termination of employment, if the period for you to deliver and not revoke such Release begins in one calendar year, and ends in the next calendar year, any payments that constitute “deferred compensation” that are subject to section 409A of the Code shall be made on the first regular payroll date in the second such calendar year provided the Release becomes effective and irrevocable. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section section 409A of the Code.