Common use of Compliance with Section 409A Clause in Contracts

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any of the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments such Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If any of the Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (Ai) pay the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to Executive be provided in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If the Company’s ability to choose between a lump sum amount equal severance payment or a series of severance payments could subject you to adverse taxation under Section 409A, then such severance payments shall be paid in installments in the case of payments under Section 8(a)(1), and in a lump sum in the case of payments under Section 8(b)(1); provided, however, that if this difference in default treatment would subject you to adverse taxation under Section 409A, then such severance payments shall be made in a lump sum in the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement case of the payment of the Agreement Payments had not been so delayed pursuant to this payments under Section 4(b8(a)(1) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementor 8(b)(1).

Compliance with Section 409A. Any payments or benefits provided under this Agreement that constitute “deferred compensation” within the meaning of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (acollectively “Section 409A”) shall not commence in connection with the Employee’s termination of employment unless the Employee has also incurred a “separation from service,” as such term is defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (“Separation from Service”). It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) Employer determines that the Severance Payment, the Change of Control Payment and/or other payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive the Employee is, on the Termination Datedate of the Employee’s Separation from Service, a “specified employee” of the Company Employer or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments any such payments or benefits shall be delayed as follows: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executivethe Employee’s “separation Separation from service” (as defined above) Service or (ii) the date of Executivethe Employee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) Employer shall (A) pay to Executive the Employee a lump sum amount equal to the sum of the Agreement Payments payments that Executive the Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments payments had not been so delayed pursuant to this Section 4(b) 9.2 and (B) commence paying the balance of the Agreement Payments payments in accordance with the applicable payment schedules set forth in this Agreement. If the Employer determines that any payments or benefits provided under this Agreement constitute “deferred compensation” under Section 409A and the Release could become effective in the calendar year following the calendar year in which the Employee’s Separation from Service occurs, the Release will not be deemed effective any earlier than the Release Deadline for purposes of determining the timing of payment of any such payments or benefits.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b2(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Severance set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute constitutes “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section 16 shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant extent necessary to this avoid adverse personal tax consequences under Section 4(b) 409A, and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementany ambiguities herein shall be interpreted accordingly.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement Articles 2 and 3 is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement Articles 2 and 3 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined aboveunder Section 409A) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to the Executive a lump sum amount equal to the sum of the Agreement Payments that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that constitutes “nonqualified deferred compensation” (“Deferred Compensation”) within the meaning of Section 409A, and which is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “separation from service”) and, except as provided under Section 4(c) of this Agreement, any such compensation or benefits shall not be paid or commence until the sixtieth (60th) day following Executive’s separation from service. (c) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Datedate of his Separation from Service, a “specified employeeExecutive” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Executive”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Separation Benefit described in Section 2(a) shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation Separation from service” (as defined above) Service or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments benefit had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement3(c).

Compliance with Section 409A. (a) It is intended that each installment of the payments Severance Benefits and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Accelerated Vesting set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits or Accelerated Vesting constitute “deferred compensation” under Section 409A and Executive Employee is, on the Termination Datedate of Employee’s Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits and Accelerated Vesting shall be delayed as followsuntil the earliest of: on the earlier to occur of (ia) the date that is six (6) months and one (1) day after ExecutiveEmployee’s “separation Separation from service” Service date, (as defined above) or (iib) the date of ExecutiveEmployee’s death death, or (c) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section 9 shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. The Severance Benefits and Accelerated Vesting are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Any reimbursement of the expenses or in-kind benefits payable under this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the applicable payment schedules set forth last day of Employee’s taxable year following the taxable year in which Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee, and Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. For purposes of this Agreement, all references to Employee’s “termination of employment” shall mean Employee’s Separation from Service.

Compliance with Section 409A. (a) It is intended that each installment of To the maximum extent permissible by applicable law, the payments and benefits provided for in payable under this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, shall be interpreted to the greatest extent possible, the exemptions be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, togetherincluding, with any state law of similar effectwithout limitation, “Section 409A”) provided under the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding . To the foregoing, if extent the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder. If the Company and Executive isdetermine that any compensation, on the Termination Datebenefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), a “specified employee” (3) and (4) of the Code do not comply with Section 409A of the Code, the Company and Executive agree to amend this Agreement, or take such other actions as the Company and Executive deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code, while preserving the economic agreement of the parties. In the case of any successor entity theretocompensation, as such term is defined in Section 409A(a)(2)(B)(ibenefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing if any provision of the Agreement Payments would cause such compensation, benefits or other payments to fail to so OC\1608076.7 comply, such provision shall not be effective and shall be delayed as follows: on the earlier null and void with respect to occur of (i) the date that is six months such compensation, benefits or other payments, and one day after such provision shall otherwise remain in full force and effect. The Executive’s “separation from service” (right to receive installment payments of any severance payments or benefits under this Agreement shall be treated as defined abovea right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent any reimbursement of expenses under this Agreement is subject to Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or (ii) before the date last day of Executive’s death (such earlier date, taxable year following the “Delayed Initial Payment Date”), taxable year in which Executive incurred the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementexpenses.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) Employer determines that the Severance Payment, the Change of Control Payment and/or other payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive Employee is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of any payments that are deferred compensation that are otherwise payable on the Agreement Payments separation from service shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after ExecutiveEmployee’s “separation from service” (as defined above) or (ii) the date of ExecutiveEmployee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) Employer shall (A) pay to Executive the Employee a lump sum amount equal to the sum of the Agreement Payments payments that Executive the Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments payments had not been so delayed pursuant to this Section 4(b) 9.2 and (B) commence paying the balance of the Agreement Payments payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments Severance and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Accelerated Vesting set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) or Accelerated Vesting constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance and Accelerated Vesting shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance and Accelerated Vesting benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance and Accelerated Vesting benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) It is intended that each installment of To the maximum extent permissible by applicable law, the payments and benefits provided for in payable under this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, shall be interpreted to the greatest extent possible, the exemptions be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, togetherincluding, with any state law of similar effectwithout limitation, “Section 409A”) provided under the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding . To the foregoing, if extent the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder. If the Company and Executive isdetermine that any compensation, on the Termination Datebenefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), a “specified employee” (3) and (4) of the Code do not comply with Section 409A of the Code, the Company and Executive agree to amend this Agreement, or take such other actions as the Company and OC\1608076.7 Executive deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code, while preserving the economic agreement of the parties. In the case of any successor entity theretocompensation, as such term is defined in Section 409A(a)(2)(B)(ibenefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing if any provision of the Agreement Payments would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be delayed as follows: on the earlier null and void with respect to occur of (i) the date that is six months such compensation, benefits or other payments, and one day after such provision shall otherwise remain in full force and effect. The Executive’s “separation from service” (right to receive installment payments of any severance payments or benefits under this Agreement shall be treated as defined abovea right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent any reimbursement of expenses under this Agreement is subject to Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or (ii) before the date last day of Executive’s death (such earlier date, taxable year following the “Delayed Initial Payment Date”), taxable year in which Executive incurred the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementexpenses.

Compliance with Section 409A. In the event that (ai) It is intended that each installment one or more payments of the payments and compensation or benefits provided for in received or to be received by Executive pursuant to this Agreement is a separate (“payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, Payment”) would constitute deferred compensation subject to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (Section 409A ii) Executive is deemed at the time of the Code, together, with any state law such termination of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, employment to be a “specified employee” of the Company or any successor entity thereto, as such term is defined in under Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the then such Agreement Payments Payment shall not be delayed as follows: on made or commence until the earlier to occur of (i) the expiration of the six (6)-month period measured from the date that is six months and one day after of Executive’s “separation from service” (as such term is at the time defined abovein Treasury Regulations under Section 409A of the Code) with the Company or (ii) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Executive is deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (6)-month non-callable certificates of deposit with daily compounding offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of Executive’s death such separation from service. Upon the expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (such earlier date, whether in a single sum or in installments) in the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) absence of this paragraph shall (A) pay be paid to Executive a or his beneficiary in one lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementsum, including all accrued interest.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement Articles 2 and 3 is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement Articles 2 and 3 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other separation payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), on his “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined aboveunder Section 409A) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to the Executive a lump sum amount equal to the sum of the Agreement Payments that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of in Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b4.5(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended The parties hereto intend that each installment any amounts payable under this Agreement, and the Employers’ and Employee’s exercise of authority or discretion hereunder comply with the provisions of Section 409A so as not to subject Employee to the payment of the payments additional tax, interest and benefits provided for in any tax penalty which may be imposed under Section 409A. The Employers shall administer this Agreement is a separate “payment” for purposes of Treasury Regulation in compliance with Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy409A. In furtherance thereof, to the greatest extent possiblethat any provision hereof would result in Employee being subject to payment of the additional tax, interest and tax penalty under Section 409A, the exemptions from the application of parties hereto agree to amend this Agreement if permitted under Section 409A in a manner which does not impose any additional taxes, interests or penalties on Employee in order to bring this Agreement into compliance with Section 409A, without materially changing the economic value of the Internal Revenue Code of 1986arrangements under this Agreement to any party hereto, as amended (and thereafter the “Code”) (parties hereto will interpret its provisions in a manner that complies with Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9).409A. (b) Notwithstanding any provisions of this Agreement to the foregoingcontrary, if Employee is a “specified employee” (within the Company (ormeaning of Section 409A and determined pursuant to policies adopted by the Employers consistent with Section 409A) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A and cannot be paid or provided to Employee without his incurring taxes, if applicableinterest or penalties under Section 409A, the successor entity thereto) determines amounts that the Severance Payment, the Change of Control Payment and/or other benefits provided under would otherwise be payable pursuant to this Agreement (the “Agreement Delayed Payments”) constitute and benefits that would otherwise be provided pursuant to this Agreement (the “Delayed Benefits”), in each case, during the six-month period immediately following Employee’s separation from service (such period, the “Delay Period”) will instead be paid or made available on the earlier of (i) the first day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death (the applicable date, the “Permissible Payment Date”). The Employers will also reimburse Employee for the after-tax cost incurred by Employee in independently obtaining any Delayed Benefits (the “Additional Delayed Payments”), with any gross-up payment being paid to Employee promptly but in no event later than the end of Employee’s taxable year immediately following the year in which this gross-up payment is due. (c) With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit constitutes “deferred compensation” under Section 409A and Executive isor is required to be included in Employee’s gross income for federal income tax purposes, on such expenses (including expenses associated with in-kind benefits) shall be reimbursed by the Termination DateEmployers no later than December 31st of the year following the year in which Employee incurs the related expenses. In no event shall the reimbursements or in-kind benefits to be provided by the Employers in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Employee’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (d) Each payment under this Agreement is intended to be a “specified employeeseparate payment” and not of a series of payments for purposes of Section 409A. (e) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Company payment of any amounts or any successor entity thereto, as benefits subject to Section 409A upon or following a termination of employment unless such term termination is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s also a “separation from service” (as defined above) or (ii) within the meaning of Section 409A), and notwithstanding anything contained herein the contrary, the date of Executive’s death (on which such earlier separation from service takes place shall be the termination date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) Notwithstanding any other provision to the contrary, a Termination of Employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A of the Code and the Treasury Regulations promulgated thereunder) upon or following a Termination of Employment unless such termination is also a “separation from service” from the Employer within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service. It is intended that (i) each payment or installment of the payments and benefits provided for in under this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments 409A of the amounts set forth in this Agreement Code and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) including those provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(51.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(91.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). (b) . Notwithstanding anything to the foregoingcontrary herein, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) on the date that is six months and one day after of Executive’s “separation from service” (as such term is defined aboveunder Treasury Regulation 1.409A-1(h)), Executive is deemed to be a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) or of the Company, as determined in accordance with the Company’s “specified employee” determination procedures, and (ii) any payments to be provided to the Executive pursuant to this Agreement which constitute “deferred compensation” for purposes of Section 409A and are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive’s death “separation from service” (as such earlier dateterm is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum date of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so Executive’s death. Any payments delayed pursuant to this Section 4(b13(a) and (B) commence paying shall be made in a lump sum on the balance first day of the seventh month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. (b) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement Payments that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code. (c) Notwithstanding any other provision to the contrary, to the extent that any reimbursement (including expense reimbursements), fringe benefit or other, similar plan or arrangement in which the Executive participates during the Term or thereafter provides for a “deferral of compensation” within the meaning of Section 409A and the Treasury Regulations promulgated thereunder, then such reimbursements shall be made in accordance with Treasury Regulations 1.409A-3(i)(1)(iv) including; (i) 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), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment schedules set forth 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, and (iii) the right to any reimbursement or in-kind benefit may not be subject to liquidation or exchange for another benefit. (d) For the avoidance of doubt, any payment due under this Agreement within a period following the Executive’s termination of employment, death, Disability or other event, shall be made on a date during such period as determined by the Employer in its sole discretion. (e) This Agreement shall be interpreted in accordance with, and the Employer and the Executive will use their best efforts to achieve timely compliance with, Section 409A of the Code and the Treasury Regulations and other interpretive guidance promulgated thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date of this Agreement. By accepting this Agreement, the Executive hereby agrees and acknowledges that the Employer does not make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to the Executive hereunder. Further, by the acceptance of this Agreement, the Executive acknowledges that (i) the Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to the Executive hereunder, (ii) the Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to the Executive hereunder and (iii) the Employer shall not indemnify or otherwise compensate the Executive for any violation of Section 409A of the Code that my occur in connection with this Agreement. The parties agree to cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Section 409A of the Code.

Compliance with Section 409A. (a) It is intended that each installment of the payments Non-CIC Severance Benefits and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts CIC Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Non-CIC Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits or CIC Severance Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Non-CIC Severance Benefits or CIC Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Non-CIC Severance Benefits or CIC Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Non-CIC Severance Benefits and CIC Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant extent necessary to this avoid adverse personal tax consequences under Section 4(b) 409A, and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementany ambiguities herein shall be interpreted accordingly.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, Your RSUs shall be administered as subject to the greatest extent possible, the exemptions from the application of Section section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) ), and in compliance with Code section 409A and the Department of Treasury regulations and other guidance thereunder (Section 409A of the Code, together, with any state law of similar effectcollectively, “Section 409A409A and Related Guidance”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) . Compliance with Section 409A and 1.409A-1(b)(9).Related Guidance shall include the following: (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided a. any payment under this Agreement that is triggered by your separation from service other than on account of your death shall be deemed to provide for payment that is triggered only by your “separation from service” within the meaning of section 409A(a)(2)(A)(i) of the Code and the Treasury Regulations thereunder (the a “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, Separation from Service”); b. if you are a “specified employee” within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of your Section 409A Separation from Service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such Section 409A Separation from Service or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such compensation triggered by such Section 409A Separation from Service shall be paid to you on the first business day following the six month anniversary of the date of such Section 409A Separation from Service (provided, however, that if you die after the date of such Section 409A Separation from Service, this six month delay shall not apply from and after the date of your death); and c. a “Section 409A Change in Control of the Company” shall mean a change in the effective ownership or effective control of the Company or any successor entity thereto, as such term is defined a change in Section 409A(a)(2)(B)(i) the ownership of a substantial portion of the Code, then, solely to the extent necessary to avoid the incurrence assets of the adverse personal Company within the meaning of Treasury Regulation section 1.409A-3(i)(5). You acknowledge and agree that the Company has made no representation regarding the tax consequences under Section 409A, the timing treatment of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier dateAward and, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth notwithstanding anything else in this Agreement, that you are solely responsible for all taxes due with respect to the Award.

Compliance with Section 409A. (a) It is intended The Employers and the Employee acknowledge and agree that each installment of the provisions for payments and benefits provided for in Sections 4 and 5 of this Agreement is may constitute a separate “paymentnon-qualified deferred compensation plan” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, subject to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) ), and Treasury Regulations and other guidance thereunder (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”). The Employers and the Employee intend to administer such provisions in a manner that at all times is either exempt from or complies in form and operation with the applicable limitations and the standards of Section 409A. Accordingly, the following limitations are expressly imposed with respect to such provisions for payments. (a) provided under Treasury Regulation Sections 1.409A-1(b)(4)The Employee’s entitlement to receive or begin to receive payments pursuant to the provisions of Section 5 is conditioned upon the Employee’s separation from service. For this purpose, 1.409A-1(b)(5the Employee will be deemed to have separated from service only if his level of services to the Employers and their affiliated entities decreases and is expected to remain at a level equal to twenty percent (20%) and 1.409A-1(b)(9)or less of the average level of services performed by the Employee during the immediately preceding thirty-six (36) month period. (b) Notwithstanding If at the foregoingtime of the Employee’s separation from service, the Employee is considered a “specified employee” (within the meaning of Section 409A) by the Bank, the payment of any amount payable to the Employee that constitutes non-qualified deferred compensation subject to Section 409A shall be delayed until six months and a day after the Employee’s separation from service. (c) It is intended that each installment, if any, of the Company payments and benefits provided by the provisions of Section 5 shall be treated as a separate “payment” for purposes of Section 409A. Neither the Employers nor the Employee will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (or, if applicable, the successor entity theretod) determines that the Severance Payment, the Change of Control Payment and/or other All reimbursements and in-kind benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) made or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments provided in accordance with the applicable payment schedules set forth requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All expenses or reimbursements paid pursuant to this Agreement that are taxable income to the Employee shall in this Agreementno event be paid later than the end of the calendar year next following the calendar year in which the Employee incurs such expense or pays the related tax. With regard to any provision in the Agreement for the right to reimbursement or in-kind benefits, such right shall not be subject to liquidation or exchange for another benefit, the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, and such payments shall be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts Separation Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from from, or comply with, the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits Separation Benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Datedate of his or her Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Separation Benefits described herein, as applicable, shall be delayed as follows: on the earlier to occur of (i) the date that is six (6) months and one (1) business day after Executive’s “separation Separation from service” (as defined above) or Service, (ii) the date of Executive’s death death, or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation (such earlier date, the “Delayed Initial Payment Date”). Upon the Delayed Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments benefit had not been so delayed pursuant to this Section 4(b3(c), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Separation Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive has a Separation from Service, the Release will not be deemed effective any earlier than the Release Date. To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. With respect to reimbursements or in-kind benefits provided to Executive hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of Executive’s taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, and (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Datetermination of his employment, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) service or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b3.09(g) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments Non-CIC Severance Benefits and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts CIC Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Non-CIC Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits or CIC Severance Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Qualifying Termination, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Non-CIC Severance Benefits or CIC Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or your Qualifying Termination date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Non-CIC Severance Benefits or CIC Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Qualifying Termination, the Release will not be deemed effective any earlier than the Release Deadline. The Non-CIC Severance Benefits and CIC Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant extent necessary to this avoid adverse personal tax consequences under Section 4(b) 409A, and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementany ambiguities herein shall be interpreted accordingly.

Compliance with Section 409A. (a) It This Agreement is intended that each installment of to comply with the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application provisions of Section 409A 409A(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) (). Parent may make any changes to this Agreement it determines in its sole discretion are necessary to comply with the provisions of Code Section 409A and any final, proposed, or temporary regulations or any other guidance issued thereunder without the consent of the CodeEmployee (including, togetherwithout limitation, with any state law delaying the payment or commencement of similar effect, “payments contemplated herein to the extent required under Code Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4409A(a)(2)(B)(i), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoingprovisions of Section 1 of this Agreement, if to the Company (or, if applicable, the successor entity thereto) determines extent that the Severance Payment, the Change of Control Payment and/or other benefits any payment or benefit provided under for in this Agreement (the constitutes a “Agreement Payments”) constitute “deferred deferral of compensation” under within the meaning of Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code: (1) if such payment or benefit is payable upon the Employee’s termination of employment, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments such payment or benefit shall be delayed as follows: on payable only upon the earlier to occur of (i) the date that is six months and one day after ExecutiveEmployee’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code; (as defined above2) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code with respect to such payment or (ii) benefit, then such payment shall not be paid and such benefit shall not be provided until the date that is the earlier of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum first business day of the Agreement Payments that Executive would otherwise have received through seventh month after the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) Employee’s separation from service, and (B) commence paying the Employee’s death; and if any such delayed payment is otherwise payable on an installment basis, the first payment shall include a “catch-up” payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the Agreement Payments installments shall be payable in accordance with their original schedule; and (3) if the applicable payment schedules set forth in or benefit is conditioned on the Employee’s execution and delivery of a release, then no such payment or benefit will be paid or provided until the 60th day after the Employee’s separation from service (or if such 60th day is not a business day, the next business day) and will be made only if on or before such date the Employee has complied with the release requirements of this AgreementAgreement and any period during which the Employee is entitled by law to revoke the release has lapsed; and any payments or benefits not made during the 60-day period shall be accumulated and paid to the Employee on such 60th day or next business day, as applicable. (c) Each payment provided pursuant to this Agreement is hereby designated as a separate payment, rather than a part of a larger single payment or one of a series of payments. (d) Neither the Company nor Parent makes any representation or warranty as to compliance with Section 409A of the Code and neither shall have any liability to the Employee or any other person for any adverse consequences arising under Section 409A of the Code.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Datedate of his or her Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Covered Separation Benefit described in Section 2(a)(i) or 2(b)(i), as applicable, shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation Separation from service” (as defined above) Service or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments benefit had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement3(c).

Compliance with Section 409A. (a) It This Agreement is intended to comply with Section 409A of the Code and will be so interpreted. Furthermore, it is intended that each payment or installment of the payments and benefits provided for in under this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments 409A of the amounts set forth in this Agreement satisfyCode, and that each such payment satisfies, to the greatest extent possible, the exemptions an exemption from the application of Section 409A of the Internal Revenue Code of 1986Code, as amended (the “Code”including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year severance exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment hereunder Executive is a “specified employee” as defined in Section 409A of the Code, together, with and the deferral of the commencement of any state law payments or benefits otherwise payable hereunder as a result of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding such termination of employment is necessary in order to prevent the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change imposition of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” any accelerated or additional tax under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to then the extent necessary to avoid Company will defer the incurrence commencement of the adverse personal tax consequences under Section 409A, the timing payment of the Agreement Payments shall be delayed as follows: on the earlier any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to occur of (iExecutive) until the date that is six months and one day after following Executive’s “separation from service” (as defined above) or (ii) the date termination of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), employment with the Company (or the successor entity thereto, earliest date as applicable) shall (A) pay to Executive a lump sum amount equal to the sum is permitted under Section 409A of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(bCode) and (Bii) commence paying if any other payments of money or other benefits due to Executive hereunder could cause the balance application of an accelerated or additional tax under Section 409A of the Agreement Payments Code, the parties agree to restructure the payments or benefits to comply with Section 409A of the Code in accordance with a manner which does not diminish the applicable payment schedules set forth in this Agreementvalue of such payments and benefits to the Executive.

Compliance with Section 409A. (a) It is intended that each installment of the payments Severance Benefits and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Accelerated Vesting set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits or Accelerated Vesting constitute “deferred compensation” under Section 409A and Executive Employee is, on the Termination Datedate of Employee’s Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits and Accelerated Vesting shall be delayed as followsuntil the earliest of: on the earlier to occur of (ia) the date that is six (6) months and one (1) day after ExecutiveEmployee’s “separation Separation from service” Service date, (as defined above) or (iib) the date of ExecutiveEmployee’s death death, or (c) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section 10 shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. The Severance Benefits and Accelerated Vesting are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Any reimbursement of the expenses or in-kind benefits payable under this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the applicable payment schedules set forth last day of Employee’s taxable year following the taxable year in this Agreementwhich Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee, and Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Compliance with Section 409A. (a) It is intended that each installment The parties intend for this Agreement to comply with or be exempt from Section 409A of the payments Code, and benefits provided for this Agreement should be interpreted accordingly. Nonetheless, the Company does not guaranty the tax treatment of any compensation payable to Executive. (b) Notwithstanding anything to the contrary in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments Agreement, no portion of the amounts set forth in this Agreement satisfy, benefits or payments to be made under Section 10(b) hereof will be payable until the greatest extent possible, the exemptions Executive has a “separation from service” from the application Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the CodeCode to payments due to the Executive upon or following his or her “separation from service”, together, with then notwithstanding any state law other provision of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity theretootherwise applicable plan, as policy, agreement or arrangement), any such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date payments that is are otherwise due within six months and one day after following the Executive’s “separation from service” (as defined abovetaking into account the preceding sentence of this paragraph) will be deferred without interest and paid to the Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment. (c) Notwithstanding anything to the contrary in this Agreement, except to the extent any expense, reimbursement or in-kind benefit provided to the Executive does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code, and its implementing regulations and guidance, (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (ii) the date of Executive’s death (such earlier date, reimbursements for expenses for which the “Delayed Initial Payment Date”), Executive is entitled to be reimbursed shall be made on or before the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum last day of the Agreement Payments that Executive would otherwise have received through calendar year following the Delayed Initial Payment Date if calendar year in which the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) applicable expense is incurred and (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable right to payment schedules set forth in this Agreementor reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the Termination Datedate of Employee’s Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (ia) the date that is six (6) months and one (1) day after ExecutiveEmployee’s “separation Separation from service” Service date, (as defined above) or (iic) the date of ExecutiveEmployee’s death death, or (c) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section 10 shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. The Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Any reimbursement of the expenses or in-kind benefits payable under this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the applicable payment schedules set forth last day of Employee’s taxable year following the taxable year in this Agreementwhich Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee, and Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Compliance with Section 409A. (a) It is intended that each installment The intent of the Parties is that payments and benefits provided for in under this Agreement is a separate “payment” for purposes of Treasury Regulation comply with, or be exempt from, Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy409A and, accordingly, to the greatest maximum extent possiblepermitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the exemptions from the application of Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (or any damages for failing to comply with Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9).409A. (bi) Notwithstanding anything herein to the foregoingcontrary, (x) if at the time of Executive’s termination of employment with the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) 409A, and the deferral of the Codecommencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment that are considered a “deferral of compensation” within the meaning of Section 409A is necessary in order to prevent any accelerated or additional tax under Section 409A, then, solely then the Company will defer the commencement of the portion of such payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) to the extent necessary to avoid comply with Section 409A until the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier first business day to occur of (i) following the date that is six (6) months and one day after following Executive’s termination of employment with the Company (or the earliest date otherwise permitted under Section 409A); and (y) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, mutually agreed upon between the Executive and the Board, that does not cause such an accelerated or additional tax. (ii) In the event that payments under this Agreement are deferred pursuant to this Section 16(f) in order to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified under this Section 16(f) without any interest thereon. (iii) Notwithstanding anything to the contrary herein, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment,” or like terms shall mean separation from service. (as defined aboveiv) Each payment made under this Agreement shall be considered separate payments and not one of a series of payments for purposes of Section 409A. (v) Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement, or (ii) in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the date meaning of Executive’s death (such earlier dateSection 409A, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive a lump sum during any calendar year will not affect the amount equal of expenses eligible for reimbursement or in-kind benefits provided to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and in any other calendar year; (B) commence paying the balance reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the Agreement Payments calendar year following the calendar year in accordance with which the applicable expense is incurred; and (C) the right to payment schedules set forth in this Agreementor reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Compliance with Section 409A. (a) It is intended The parties hereto intend that each installment any amounts payable under this Agreement, and the Employers’ and Employee’s exercise of authority or discretion hereunder comply with the provisions of Section 409A so as not to subject Employee to the payment of the payments additional tax, interest and benefits provided for in any tax penalty which may be imposed under Section 409A. The Employers shall administer this Agreement is a separate “payment” for purposes of Treasury Regulation in compliance with Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy409A. In furtherance thereof, to the greatest extent possiblethat any provision hereof would result in Employee being subject to payment of the additional tax, interest and tax penalty under Section 409A, the exemptions from the application of parties hereto agree to amend this Agreement if permitted under Section 409A in a manner which does not impose any additional taxes, interests or penalties on Employee in order to bring this Agreement into compliance with Section 409A, without materially changing the economic value of the Internal Revenue Code of 1986arrangements under this Agreement to any party hereto, as amended (and thereafter the “Code”) (parties hereto will interpret its provisions in a manner that complies with Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9).409A. (b) Notwithstanding any provisions of this Agreement to the foregoingcontrary, if Employee is a “specified employee” (within the Company (ormeaning of Section 409A and determined pursuant to policies adopted by the Employers consistent with Section 409A) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A and cannot be paid or provided to Employee without his incurring taxes, if applicableinterest or penalties under Section 409A, the successor entity thereto) determines amounts that the Severance Payment, the Change of Control Payment and/or other benefits provided under would otherwise be payable pursuant to this Agreement (the “Agreement Delayed Payments”) constitute and benefits that would otherwise be provided pursuant to this Agreement (the “Delayed Benefits”), in each case, during the six-month period immediately following Employee’s separation from service (such period, the “Delay Period”) will instead be paid or made available on the earlier of (i) the first day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death (the applicable date, the “Permissible Payment Date”). The Employers will also reimburse Employee for the after-tax cost incurred by Employee in independently obtaining any Delayed Benefits (the “Additional Delayed Payments”), with any gross-up payment being paid to Employee promptly but in no event later than the end of Employee’s taxable year immediately following the year in which this gross-up payment is due. (c) With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit constitutes “deferred compensation” under Section 409A and Executive isor is required to be included in Employee’s gross income for federal income tax purposes, on such expenses (including expenses associated with in-kind benefits) shall be reimbursed by the Termination DateEmployers no later than December 31st of the year following the year in which Employee incurs the related expenses. In no event shall the reimbursements or in-kind benefits to be provided by the Employers in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Employee’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (d) Each payment under this Agreement is intended to be a “specified employeeseparate payment” and not of a series of payments for purposes of Section 409A. (e) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Company payment of any amounts or any successor entity thereto, as benefits subject to Section 409A upon or following a termination of employment unless such term termination is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s also a “separation from service” (as defined above) or (ii) within the meaning of Section 409A), and notwithstanding anything contained herein the contrary, the date of Executive’s death on which such separation from service takes place shall be the termination date. (such earlier datef) Whenever a payment under this Agreement specifies a payment period, the “Delayed Initial Payment Date”)actual date of payment within such specified period shall be within the sole discretion of Employer, and Employee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the Company payment shall be made in the later of such calendar years. (g) The payment of any compensation or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal benefit that is subject to the sum requirements of Section 409A may not be accelerated except to the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this extent permitted by Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.409A.

Compliance with Section 409A. (a) It is intended The parties intend that each installment any amounts payable under this Agreement, and the Employers’ and Employee’s exercise of authority or discretion hereunder comply with the provisions of Section 409A so as not to subject Employee to the payment of the payments additional tax, interest and benefits provided for in any tax penalty which may be imposed under Section 409A. The Employers shall administer this Agreement is a separate “payment” for purposes of Treasury Regulation in compliance with Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy409A. In furtherance thereof, to the greatest extent possiblethat any provision hereof would result in Employee being subject to payment of the additional tax, interest and tax penalty under Section 409A, the exemptions from the application of parties agree to amend this Agreement if permitted under Section 409A in a manner which does not impose any additional taxes, interests or penalties on Employee in order to bring this Agreement into compliance with Section 409A, without materially changing the economic value of the Internal Revenue Code of 1986arrangements under this Agreement to any party, as amended (and thereafter the “Code”) (parties will interpret its provisions in a manner that complies with Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9).409A. (b) Notwithstanding any provisions of this Agreement to the foregoingcontrary, if Employee is a “specified employee” (within the Company (ormeaning of Section 409A and determined pursuant to policies adopted by the Employers consistent with Section 409A) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A and cannot be paid or provided to Employee without his incurring taxes, if applicableinterest or penalties under Section 409A, the successor entity thereto) determines amounts that the Severance Payment, the Change of Control Payment and/or other benefits provided under would otherwise be payable pursuant to this Agreement (the “Agreement Delayed Payments”) constitute and benefits that would otherwise be provided pursuant to this Agreement (the “Delayed Benefits”), in each case, during the six-month period immediately following Employee’s separation from service (such period, the “Delay Period”) will instead be paid or made available on the earlier of (i) the first day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death (the applicable date, the “Permissible Payment Date”). The Employers will also reimburse Employee for the after-tax cost incurred by Employee in independently obtaining any Delayed Benefits (the “Additional Delayed Payments”), with any gross-up payment being paid to Employee promptly but in no event later than the end of Employee’s taxable year immediately following the year in which this gross-up payment is due. (c) With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit constitutes “deferred compensation” under Section 409A and Executive isor is required to be included in Employee’s gross income for federal income tax purposes, on such expenses (including expenses associated with in-kind benefits) shall be reimbursed by the Termination DateEmployers no later than December 31st of the year following the year in which Employee incurs the related expenses. In no event shall the reimbursements or in-kind benefits to be provided by the Employers in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Employee’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (d) Each payment under this Agreement is intended to be a “specified employeeseparate payment” and not of a series of payments for purposes of Section 409A. (e) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Company payment of any amounts or any successor entity thereto, as benefits subject to Section 409A upon or following a termination of employment unless such term termination is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s also a “separation from service” (as defined above) or (ii) within the meaning of Section 409A), and notwithstanding anything contained herein the contrary, the date of Executive’s death (on which such earlier separation from service takes place shall be the termination date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It Further, it is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that any of the Severance Payment, the Change of Control Payment and/or other severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Datedate of his or her termination, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code(a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Change in Control Severance Benefits described in Section 2(a) or the Severance Benefits described in Section 3(a), as applicable, shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) termination date or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments benefit had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement4(c).

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement Section 2 is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement Section 2 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datetermination of your service, a “specified employee” of the Company or any successor entity theretoCompany, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments that constitute deferred compensation shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s your “separation from service” (as such term is defined abovein Treasury Regulation Section 1.409A-1(h)) or (ii) the date of Executive’s your death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive you a lump sum amount equal to the sum of the Agreement Payments that Executive you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b2(d) and (Bb) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the The payments and benefits entitlements provided for in under this Agreement is a separate “payment” are intended to qualify for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, short-term deferral exception to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986as described in Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent possible, as amended (and to the “Code”) (extent they do not so qualify, they are intended to qualify for the involuntary separation pay plan exception to Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Code as described in Treasury Regulation Sections 1.409A-1(b)(4Section 1.409A-1(b)(9)(iii) to the maximum extent possible. The amounts paid pursuant to this Agreement shall be paid, consistent with Treasury Regulation Section 1.409A-1(b)(9)(iii)(B), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding no later than the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” last day of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) second taxable year of the Code, then, solely to Executive following the extent necessary to avoid the incurrence taxable year of the adverse personal tax consequences under Section 409A, Executive in which the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined abovein Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein) occurs. For these purposes each payment described herein shall be considered a separate payment. Notwithstanding anything to the contrary in this Agreement, if any payment or entitlement provided for in this Agreement constitutes a “deferral of compensation” (iias such term is defined in Section 409A of the Code) (e.g., because such payment would be in excess of the payments described in the immediately preceding paragraph) within the meaning of Section 409A of the Code and cannot be paid or provided in the manner provided herein without subjecting Executive to additional tax, interest or penalties under Section 409A of the Code as a result of the operation of Section 409A(a)(2)(B)(i) of the Code or Treasury Regulation Section 1.409A-3(i)(2), then any such payment and/or entitlement which would, but for the operation of this Section 7(d), be payable during the first six months following Executive’s “separation from service” shall be paid or provided to Executive instead in a lump sum on the first day of the seventh month following the date of the Executive’s death “separation from service.” For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (such earlier date, as defined in Section 1.409A-1(h) of the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal Treasury regulations after giving effect to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementpresumptions contained therein).

Compliance with Section 409A. (a) It is intended that each installment of the payments If and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, that the exemptions from Committee believes that the application of Section 409A of RSUs or rights to the Internal Revenue Code of 1986, as amended (the Cash Account may constitute a “Code”) (nonqualified deferred compensation plan” under Section 409A of the Code, togetherthe terms and conditions set forth in this Agreement (and/or the provisions of the Plan applicable thereto) shall be interpreted in a manner consistent with the applicable requirements of Section 409A of the Code, and the Committee, in its sole discretion and without the consent of the Participant, may amend this Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines necessary or appropriate to comply with any state law applicable requirements of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)409A of the Code. (b) Notwithstanding If and to the foregoing, if extent required to comply with Section 409A of the Company Code: (or, if applicable, the successor entity theretoi) determines that the Severance Payment, the Change Payments or delivery of Control Payment and/or other benefits provided Shares under this Agreement may not be made earlier than (u) the Participant’s “separation from service”, (v) the date the Participant becomes “disabled”, (w) the Participant’s death, (x) a “specified time (or pursuant to a fixed schedule)” specified in this Agreement at the date of the deferral of such compensation, or (y) a “change in the ownership or effective control” of the corporation, or in the “Agreement Payments”ownership of a substantial portion of the assets” of the corporation; (ii) constitute “The time or schedule for any payment of the deferred compensation” under Section 409A and Executive iscompensation may not be accelerated, on except to the Termination Date, extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service; and (iii) If the Participant is a “specified employee”, a distribution on account of a “separation from service” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall may not be delayed as follows: on the earlier to occur of (i) made before the date that which is six months and one day after Executivethe date of the Participant’s “separation from service” (as defined above) or (ii) or, if earlier, the date of Executivethe Participant’s death (such earlier datedeath). For purposes of the foregoing, the “Delayed Initial Payment Date”)terms in quotations shall have the same meanings as those terms have for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to this Agreement. (c) Notwithstanding the foregoing, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal does not make any representation to the sum of Participant that the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed RSUs awarded pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 4(b) and (B) commence paying the balance 409A of the Agreement Payments Code, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any beneficiary for any tax, additional tax, interest or penalties that the Participant or any beneficiary may incur in accordance with the applicable payment schedules set forth in event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, that either is consented to by the Participant or that the Company reasonably believes should not result in a violation of Section 409A of the Code, is deemed to violate any of the requirements of Section 409A of the Code.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (ai) It is intended that each installment if at the time of Executive’s termination of employment with the payments and benefits provided for in this Agreement Company Executive is a separate “paymentspecified employee” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth as defined in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with and the deferral of the commencement of any state law payments or benefits otherwise payable hereunder as a result of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change such termination of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” employment is necessary in order to prevent any accelerated or additional tax under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), then the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In the event that payments under this Agreement Payments had not been so delayed are deferred pursuant to this Section 4(b13(m) in order to prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified under this Section 13(m) without any interest thereon. The Company shall consult with Executive in good faith regarding the implementation of this Section 13(m); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. Notwithstanding anything to the contrary herein, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment,” or like terms shall mean Separation from Service. For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (Bz) commence paying the balance of the Agreement Payments in accordance with the applicable right to payment schedules set forth in this Agreementor reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Compliance with Section 409A. (a) It is intended that each installment of the payments Severance and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Accelerated Vesting set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) or Accelerated Vesting constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Qualifying Termination, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance and Accelerated Vesting shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation from service” (as defined above) or the date of your Qualifying Termination, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance and Accelerated Vesting benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Qualifying Termination, the Release will not be deemed effective any earlier than the Release Deadline. The Severance and Accelerated Vesting benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Xxxxxx

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for Notwithstanding any provision in this Agreement to the contrary, if the payment of any compensation or benefit provided hereunder (including, without limitation, any Separation Benefits) would be subject to additional taxes and interest under Section 409A of the Code then the following provisions will apply: Notwithstanding any provision in this Agreement to the contrary, to the maximum extent permitted by applicable law, the Separation Benefits payable to Employee pursuant to this agreement shall be made in reliance upon Treasury Regulation Section 1.409A 1(b)(9)(iii) or 1.409A-1(b)(4). However, if Employee is deemed to be a separate “payment” for purposes "specified employee" within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments 1.409A -1(i) as of the amounts set forth in date of the Employee's separation from service (within the meaning of Treas. Reg. Section 1.409A-1(h)), then any payment or benefit pursuant to this Employment Agreement satisfyon account of Employee's separation from service, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “such payment constitutes non-qualified deferred compensation” under compensation subject to Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in required to be delayed pursuant to Section 409A(a)(2)(B)(i) of the Code, then, solely Code (after taking into account any exclusions applicable to the extent necessary to avoid the incurrence of the adverse personal tax consequences such payment under Section 409A), shall not be made until the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of first business day after (i) the expiration of six (6) months from the date that is six months and one day after Executive’s “of Employee's separation from service” (as defined above) , or (ii) if earlier, the date of Executive’s Employee's death (such earlier date, the “Delayed Initial Payment Date”"Delay Period"), . Upon the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum expiration of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so Delay Period, all payments and benefits delayed pursuant to this Section 4(b) Employment Agreement (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), will be paid or reimbursed to Employee in a lump sum and (B) commence paying the balance of the any remaining payments and benefits due under this Employment Agreement Payments will be paid or provided in accordance with the applicable normal payment schedules set forth in this Agreementdates specified for them herein.

Compliance with Section 409A. (a) It is intended that each installment of the payments Severance and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Accelerated Vesting set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4Regulations 1.409A-l(b)(4), 1.409A-1(b)(51.409A-l(b)(5) and 1.409A-1(b)(91.409A-l(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A- 2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) or Accelerated Vesting constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Qualifying Termination, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance and Accelerated Vesting shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation from service” (as defined above) or the date of your Qualifying Termination, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance and Accelerated Vesting benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Qualifying Termination, the Release will not be deemed effective any earlier than the Release Deadline. The Severance and Accelerated Vesting benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Xxxxxxx Xxxxxxx February 9, 2021

Compliance with Section 409A. (a) It is intended that each installment All severance payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the payments Code and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, if Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits provided for in to which Employee is entitled under this Agreement is required in order to avoid a separate prohibited distribution under Code Section 409A(a)(2)(B)(i). such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “paymentseparation from service” with the Company or (ii) the date of Employee’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 9.14 shall be paid in a lump sum to Employee, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A-2(b)(2)(iii)). Employee’s right to receive installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. It is also intended that payments all of the amounts set forth in this Agreement severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under of Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under and this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely will be construed to the greatest extent necessary to avoid possible as consistent with those provisions.” 11. Capitalized terms not defined herein have the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules meanings set forth in this the Agreement. Except as set forth herein, the Agreement, as amended hereby, remains in full force and effect.

Compliance with Section 409A. (a) It is intended that each installment of the All payments and benefits provided for in under this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also are intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions be excluded from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended amended, and the regulations promulgated thereunder (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, hereinafter collectively referred to as “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) or be payable in compliance with the requirements of Section 409A, as applicable, and, to the extent that the provisions of this Agreement are subject to Section 409A, they shall be construed and 1.409A-1(b)(9). (b) Notwithstanding interpreted to comply with Section 409A and any payments will be made in a manner which is not in violation of Section 409A. Without limiting the generality of the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change for purposes of Control Payment and/or other benefits provided under this Agreement (including paragraph 6 hereof), the Executive shall be considered to have a termination of employment only if such termination is a “Agreement Payments”) constitute “deferred compensationseparation from service” under within the meaning of Section 409A and 409A. If the Executive is, on the Termination Date, is a “specified employee” within the meaning of Section 409A and one or more of the Company or any successor entity thereto, as such term is defined in payments to be received by the Executive pursuant to this Agreement would be considered deferred compensation subject to Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences except as may otherwise be permitted under Section 409A, no such payment will be made before the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur later of (i) 18 months following the date that is six months and one day after Executive’s “separation from service” (as defined above) hereof, or (ii) six months after the date of Executive’s death (such earlier date, termination of employment. In the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal event that any payment is subject to the sum of foregoing delay, such payment to which the Agreement Payments that Executive would otherwise have received through be entitled during the Delayed Initial Payment Date if the commencement period of the such delay will be accumulated and paid on the first business day following the expiration of such delay. Furthermore, in the event that any payment is subject to the foregoing delay, then the Corporation shall, at its sole expense, (i) establish an irrevocable grantor trust in the form prescribed by Revenue Procedure 92-64 (the “Trust”) and contribute the amount of such payment to the Trust within 60 days after the Executive’s termination of employment, and (ii) direct the trustee of the Agreement Payments had not been so delayed pursuant Trust to this Section 4(b) and (B) commence paying pay such amount, together with the balance earnings of the Agreement Payments in accordance Trust, less applicable withholding and payroll deductions, to the Executive on the first day following the expiration of such delay (subject only to the limitations with respect to the applicable payment schedules set forth in this AgreementCorporation’s insolvency, if any, as prescribed under the Trust).

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement Articles 2 and 3 is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement Articles 2 and 3 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other separation payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”) on his “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined aboveunder Section 409A) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to the Executive a lump sum amount equal to the sum of the Agreement Payments that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment With respect to the payments provided by this Agreement upon termination of the payments and benefits provided for in this Agreement Executive’s employment (the “Cash Severance Amount”), if the Cash Severance Amount is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, subject to the greatest extent possible, the exemptions from the application requirements of Section 409A of the Code (as defined below), in the event the aggregate portion of the Cash Severance Amount payable during the first six (6) months following the date of termination of the Executive’s employment would exceed an amount (the “Minimum Amount”) equal to two (2) times the lesser of (i) the Executive’s annualized compensation as in effect for the calendar year immediately preceding the calendar year during which the Executive’s termination of employment occurs, or (ii) the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding for the foregoing, if calendar year during which the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change Executive’s termination of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Codeemployment occurs, then, solely to the extent necessary to avoid the incurrence imposition of additional income taxes or penalties or interest on the Executive under Section 409A of the adverse personal tax consequences under Section 409ACode, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (ix) the date that is Company shall pay during the first six (6) months and one day after Executive’s “separation from service” (as defined above) or (ii) following the date of termination of the Executive’s death employment, at the time(s) and in the form(s) provided by the applicable sections of this Agreement, a portion of the Cash Severance Amount equal to the Minimum Amount, and (such earlier date, the “Delayed Initial Payment Date”), y) the Company shall accumulate the portion of the Cash Severance Amount that exceeds the Minimum Amount and that the Executive would otherwise be entitled to receive during the first six (or 6) months following the successor entity thereto, as applicable) date of termination of the Executive’s employment and shall (A) pay such accumulated amount to the Executive in a lump sum amount equal to on the sum first day of the Agreement Payments that Executive would otherwise have received through seventh (7th) month following the Delayed Initial Payment Date if the commencement date of termination of the payment Executive’s employment, and (z) the Company shall pay the remainder of the Agreement Payments had not been so delayed pursuant to this Section 4(bCash Severance Amount, if any, on and after the first day of the seventh (7th) month following the date of termination of the Executive’s employment at the time(s) and (Bin the form(s) commence paying the balance of the Agreement Payments in accordance with provided by the applicable payment schedules set forth in section(s) of this Agreement.. ​

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section 15 shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) It is intended that each installment All severance payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the payments Code and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, if Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits provided for in to which Employee is entitled under this Agreement is required in order to avoid a separate prohibited distribution under Code Section 409A(a)(2)(B)(i). such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “paymentseparation from service” with the Company or (ii) the date of Employee’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2){B)(i) period, all payments deferred pursuant to this Section 9.14 shall be paid in a lump sum to Employee, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A-2(b)(2)(iii)), Employee’s right to receive installment payments under this Agreement shall be treated as a right to receive a series of separate payments and. accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. It is also intended that payments all of the amounts set forth in this Agreement severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under of Treasury Regulation Sections 1.409A-1(b)(41.409A- 1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under and this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely will be construed to the greatest extent necessary to avoid possible as consistent with those provisions.” 11. Capitalized terms not defined herein have the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules meanings set forth in this the Agreement. Except as set forth herein, the Agreement, as amended hereby, remains in full force and effect.

Compliance with Section 409A. (a) It is intended that each installment of the payments Non-CIC Severance Benefits, the CIC Severance Benefits, and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement Accelerated Vesting, as applicable, satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4Regulations 1.409A- 1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Non-CIC Severance PaymentBenefits, the Change of Control Payment and/or other benefits provided under this Agreement (CIC Severance Benefits, and the “Agreement Payments”) Accelerated Vesting, as applicable, constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Non-CIC Severance Benefits, the CIC Severance Benefits, or the Accelerated Vesting, as applicable, are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Xxx Xxxxxxx February 11, 2021

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(51,409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of in Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b4.5(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had employment shall not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.be

Compliance with Section 409A. (a) It is intended that each installment the intention of the payments and benefits provided for in parties hereto that this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of comply with the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the rules and regulations promulgated thereunder (Section 409A of the Code, together, with any state law of similar effectcollectively, “Section 409A”) ). Notwithstanding anything in this Agreement to the contrary, to the extent that the Company determines, in its sole discretion, that any payment or benefit to be provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if Agreement to or for the Company (or, if applicable, benefit of Executive would be subject to the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” additional tax imposed under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i409A(a)(1)(B) of the Code, then, solely the commencement of such payments and/or benefits shall be delayed (but only to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on ) until the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as such term is defined aboveunder Section 409A) or (ii) the date of Executive’s death death. Any payments delayed pursuant to section (such earlier datei) of the preceding sentence shall be paid on the first day of the seventh month after Executive’s separation from service, the “Delayed Initial Payment Date”), the Company or as soon as reasonably practicable thereafter and any remaining payments shall be made as originally scheduled (or the successor entity thereto, as applicablee.g. if payments under Section 7(a)(x) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that would be subject to the additional tax, Executive would otherwise have received through not receive payments for six months after termination, then would receive six months of base salary on the Delayed Initial Payment Date if the commencement first day of the payment seventh month after termination, and the remaining installments of base salary provided by Section 7(a)(x) (approximately six months’ base salary) would be paid to Executive as provided by Section 4(a)). In the event of Executive’s death, any payments shall be made pursuant to section (ii) of the Agreement Payments had not been so delayed pursuant to this Section 4(bsentence above no later than the later of (a) and 75 days following the Executive’s death, or (Bb) commence paying the balance last day of the Agreement Payments Executive’s taxable year in accordance with the applicable payment schedules set forth in this Agreementwhich such death occurs.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement Articles 2 and 3 is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement Articles 2 and 3 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other separation payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), on her “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined aboveunder Section 409A) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to the Executive a lump sum amount equal to the sum of the Agreement Payments that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It Further, it is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that any of the Severance Payment, the Change of Control Payment and/or other severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Datedate of his or her Involuntary Termination, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Change in Control Separation Benefit described in Section 3(a) shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) Involuntary Termination or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments benefit had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement4(c).

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Stock Award Acceleration set forth in this Agreement satisfysatisfies, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(91.409A-1(b)(5). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”Stock Award Acceleration set forth in Section 2(a) constitute herein constitutes “deferred compensation” under Section 409A and Executive is, on the Termination Datedate of his Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Stock Award Acceleration benefit described in Section 2(a) shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation Separation from service” (as defined above) Service or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum provide the full amount equal to the sum of the Agreement Payments Stock Award Acceleration benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments benefit had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement7(h).

Compliance with Section 409A. (a) It is intended Certain payments hereunder that each installment become payable under this Agreement on account of termination of the payments and benefits provided for in this Agreement is a separate President’s employment are considered “paymentdeferred compensation” for purposes within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Internal Revenue Code of 1986, as amended and related Treasury Regulations promulgated thereunder and other government guidance issued with respect thereto (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided and are therefore subject to the rules under Treasury Regulation Sections 1.409A-1(b)(4)Section 409A. As a result, 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding to the foregoingextent applicable, the terms of this Agreement, as it may be amended from time to time, shall be interpreted and administered in accordance with Section 409A and VCGH shall, in good faith, take such reasonable actions as may be necessary to cause this Agreement to comply with the applicable requirements of Section 409A. Specifically, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, President is a “specified employee” within the meaning of Code Section 409A(2)(B)(i) and the Company Treasury Regulations issued thereunder, and will receive payment of deferred compensation that in total will be greater than two (2) times the lesser of (a) the President’s total compensation earned in the calendar year before the calendar year in which his Date of Termination occurs or any successor entity thereto(b) the maximum annual compensation limit under Code Section 401(a)(17) (as in effect in the year containing the Date of Termination), as such term is defined in and that does not otherwise satisfy an exception to the application of Section 409A(a)(2)(B)(i) of the Code409A, then, solely if the Agreement does not already provide a payment schedule that complies with the rules under Section 409A applicable to specified employees, payments of deferred compensation to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments President shall be delayed made as follows: on the earlier to occur of (i) a lump sum payment equal to the total amount that would have been paid in the first six months following the President’s Date of Termination will be paid as soon as administratively practicable following the date that is six (6) months after the date of the President’s termination of employment or, if earlier, the date of the President’s death and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) any remaining payments shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments be paid in accordance with the otherwise applicable payment schedules set forth in terms of this Agreement. Notwithstanding anything herein to the contrary, if the Board determines that the President would be subject to the immediate and additional taxes imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such taxes. The Board shall determine the nature and scope of such amendment. No consent by the President to such amendment shall be required; provided, however, that the Board shall promptly communicate to the President the required change and the reason therefore. VCGH shall consult with its legal counsel and tax accountants in good faith regarding the implementation of the provisions of this Section 13, which shall be done only in a manner that is reasonably acceptable to the senior executives of the Company; provided, however, that none of VCGH, any subsidiary or any of its employees or representatives shall have any liability to the President with respect thereto.

Compliance with Section 409A. (a) It is intended that each installment This Plan shall at all times be administered and the provisions of this Plan shall be interpreted consistent with the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application requirements of Section 409A of the Internal Revenue Code and any and all regulations thereunder, including such regulations as may be promulgated after the effective date of 1986this Plan. Without limiting the foregoing, as amended (the “Code”) (for purposes of Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)., (bi) Notwithstanding each “payment” (as defined by Section 409A of the foregoing, if the Company (or, if applicable, the successor entity theretoCode) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided made under this Agreement Plan or an Award shall be considered a “separate payment;” (ii) payments shall be deemed exempt from the “Agreement Payments”) constitute “definition of deferred compensation” compensation under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely Code to the fullest extent necessary to avoid the incurrence of the adverse personal tax consequences possible under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and one day after Executive(ii) with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the participant’s “separation from service” (as defined abovefor purposes of Section 409A of the Code) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference, and (iii) if the Participant is a “specified employee” as defined in Section 409A of the Code (and as applied according to procedures of the Company and its affiliates) as of the Participant’s separation from service, to the extent any payment under the Plan or an Award constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code) and to the extent required by Section 409A of the Code, no payments due under the Plan or an Award may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii) the Participant’s date of Executive’s death (such earlier datedeath; provided, however, that any payments delayed during this six-month period shall be paid in the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive aggregate in a lump sum amount equal to sum, without interest, on the sum first day of the Agreement Payments seventh month following the Participant’s separation from service. To the extent that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules terms for an Award are otherwise set forth in a written employment agreement or change in control agreement with a specified employee (or other Company plan applicable to the specified employee) and such payment terms otherwise meet the requirements of Section 409A of the Code and the application of such terms does not result in a violation of Section 409A of the Code, the foregoing payment terms shall be disregarded and the payment terms set forth in the applicable agreement or plan shall apply. (b) If this AgreementPlan or any Award fails to meet the requirements of Section 409A of the Code, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A of the Code, and the Participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A of the Code.

Compliance with Section 409A. Subject to the provisions in this Section 4, any severance payments under Section 3 of this Agreement shall begin only upon the date of the Employee’s “separation from service” (determined as set forth below) which occurs on or after the date of termination of the Employee’s employment with the Company. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Employee under Section 3 of this Agreement: (a) It is intended that each installment of the severance payments and benefits provided for in under Section 3 of this Agreement is shall be treated as a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended and the guidance issued thereunder (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9).. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. (b) Notwithstanding If, as of the foregoing, if date of the Company (or, if applicableEmployee’s “separation from service” from the Company, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, Employee is not a “specified employee” (within the meaning of Section 409A), then each of the Company or any successor entity theretoseverance payments and benefits shall be made on the dates and terms set forth in Section 3. (c) If, as such term is defined in Section 409A(a)(2)(B)(i) of the Codedate of the Employee’s “separation from service” from the Company, the Employee is a “specified employee” (within the meaning of Section 409A), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of : (i) Each of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the period of time permitted under Section Treasury Regulation Section 1.409A-1(b)(4) shall be treated as a short-term deferral within the meaning of such Section to the maximum extent permissible; and (ii) Each of the severance payments and benefits due Section 3 that is not described in paragraph 4(c)(i) above and that would, absent this subsection, be paid within the six-(6-)month period following the Employee’s “separation from service” from the Company shall not be paid until the date that is six (6) months and one day after such separation from service (or, if earlier, the Employee’s death), with any such payments that are required to be delayed being accumulated during the six-(6-)month period and paid in a lump sum on the date that is six months and one day after Executivefollowing the Employee’s “separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any severance payments and benefits if and to the maximum extent that such is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any payments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Employee’s separation from service occurs. (d) The determination of whether and when the Employee’s separation from service from the Company has occurred shall be made and in a manner consistent with and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code. (as defined abovee) All reimbursements and in-kind benefits to the Employee shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements 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 date amount of Executive’s death expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (such earlier date, iii) the “Delayed Initial Payment Date”)reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. (f) Notwithstanding anything herein to the contrary, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal have no liability to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date Employee or to any other person if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) payments and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth benefits provided in this AgreementAgreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Compliance with Section 409A. (a) It is intended that each installment of the payments Cash Severance, COBRA Severance and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Accelerated Vesting set forth in this Agreement Offer Letter satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Offer Letter (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Offer Letter, if the Company (or, if applicable, the successor entity thereto) determines that the Cash Severance, COBRA Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) or Accelerated Vesting constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Cash Severance, COBRA Severance and Accelerated Vesting shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this paragraph shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Cash Severance, COBRA Severance and Accelerated Vesting benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Cash Severance, COBRA Severance and Accelerated Vesting benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant extent necessary to this avoid adverse personal tax consequences under Section 4(b) 409A, and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementany ambiguities herein shall be interpreted accordingly.

Compliance with Section 409A. (a) It is intended that each installment of the payments Severance Benefits and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Accelerated Vesting set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 247761033 v4 Dx Xxxx Xxxx February 23, 2021 409A of the Internal Revenue Code of 1986, as amended amended, (the “"Code”") (Section 409A of the Code409A, together, together with any state law of similar effect, “"Section 409A”") provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(91.409A-l(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) or Accelerated Vesting constitute “"deferred compensation” " under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “"specified employee” " of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a "Specified Employee"), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits and Accelerated Vesting shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance Benefits and Accelerated Vesting benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits and Accelerated Vesting benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) It is intended The parties intend that each installment any amounts payable under this Agreement, and the Employers’ and Employee’s exercise of authority or discretion hereunder comply with the provisions of Section 409A so as not to subject Employee to the payment of the payments additional tax, interest and benefits provided for in any tax penalty which may be imposed under Section 409A. The Employers shall administer this Agreement is a separate “payment” for purposes of Treasury Regulation in compliance with Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy409A. In furtherance thereof, to the greatest extent possiblethat any provision hereof would result in Employee being subject to payment of the additional tax, interest and tax penalty under Section 409A, the exemptions from the application of parties agree to amend this Agreement if permitted under Section 409A in a manner which does not impose any additional taxes, interests or penalties on Employee in order to bring this Agreement into compliance with Section 409A, without materially changing the economic value of the Internal Revenue Code of 1986arrangements under this Agreement to any party, as amended (and thereafter the “Code”) (parties will interpret its provisions in a manner that complies with Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9).409A. (b) Notwithstanding any provisions of this Agreement to the foregoingcontrary, if Employee is a “specified employee” (within the Company (ormeaning of Section 409A and determined pursuant to policies adopted by the Employers consistent with Section 409A) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A and cannot be paid or provided to Employee without his incurring taxes, if applicableinterest or penalties under Section 409A, the successor entity thereto) determines amounts that the Severance Payment, the Change of Control Payment and/or other benefits provided under would otherwise be payable pursuant to this Agreement (the “Agreement Delayed Payments”) constitute and benefits that would otherwise be provided pursuant to this Agreement (the “Delayed Benefits”), in each case, during the six-month period immediately following Employee’s separation from service (such period, the “Delay Period”) will instead be paid or made available on the earlier of (i) the first day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death (the applicable date, the “Permissible Payment Date”). The Employers will also reimburse Employee for the after-tax cost incurred by Employee in independently obtaining any Delayed Benefits (the “Additional Delayed Payments”), with any gross-up payment being paid to Employee promptly but in no event later than the end of Employee’s taxable year immediately following the year in which this gross-up payment is due. (c) With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit constitutes “deferred compensation” under Section 409A and Executive isor is required to be included in Employee’s gross income for federal income tax purposes, on such expenses (including expenses associated with in-kind benefits) shall be reimbursed by the Termination DateEmployers no later than December 31st of the year following the year in which Employee incurs the related expenses. In no event shall the reimbursements or in-kind benefits to be provided by the Employers in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Employee’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (d) Each payment under this Agreement is intended to be a “specified employeeseparate payment” and not one of a series of payments for purposes of Section 409A. (e) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Company payment of any amounts or any successor entity thereto, as benefits subject to Section 409A upon or following a termination of employment unless such term termination is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s also a “separation from service” (as defined above) or (ii) within the meaning of Section 409A), and notwithstanding anything contained herein the contrary, the date of Executive’s death on which such separation from service takes place shall be the termination date. (such earlier datef) Whenever a payment under this Agreement specifies a payment period, the “Delayed Initial Payment Date”)actual date of payment within such specified period shall be within the sole discretion of Employer, and Employee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the Company payment shall be made in the later of such calendar years. (g) The payment of any compensation or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal benefit that is subject to the sum requirements of Section 409A may not be accelerated except to the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this extent permitted by Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.409A.

Compliance with Section 409A. (a) It is intended that each installment of the The payments and benefits entitlements provided for in under this Agreement is a separate “payment” are intended to qualify for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, short-term deferral exception to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986as described in Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent possible, as amended (and to the “Code”) (extent they do not so qualify, they are intended to qualify for the involuntary separation pay plan exception to Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Code as described in Treasury Regulation Sections 1.409A-1(b)(4Section 1.409A-1(b)(9)(iii) to the maximum extent possible. The amounts paid pursuant to this Agreement shall be paid, consistent with Treasury Regulation Section 1.409A-1(b)(9)(iii)(B), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding no later than the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” last day of the Company or any successor entity thereto, as such term is defined second taxable year of Executive following the taxable year of Executive in Section 409A(a)(2)(B)(i) of which the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined abovein Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein) occurs. For purposes of this Agreement, each payment described herein shall be considered a separate payment. Notwithstanding anything to the contrary in this Agreement, if any payment or entitlement provided for in this Agreement constitutes a “deferral of compensation” (iias such term is defined in Section 409A of the Code) (e.g., because such payment would be in excess of the payments described in the immediately preceding paragraph) within the meaning of Section 409A of the Code and cannot be paid or provided in the manner provided herein without subjecting Executive to additional tax, interest or penalties under Section 409A of the Code as a result of the operation of Section 409A(a)(2)(B)(i) of the Code or Treasury Regulation Section 1.409A-3(i)(2), then any such payment and/or entitlement which would, but for the operation of this Section 7(d), be payable during the first six months following Executive’s “separation from service” shall be paid or provided to Executive instead in a lump sum on the first day of the seventh month following the date of Executive’s death “separation from service.” For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (such earlier date, as defined in Section 1.409A-1(h) of the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal Treasury regulations after giving effect to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementpresumptions contained therein).

Compliance with Section 409A. (a) It is intended that each installment of the payments Non-CIC Severance Benefits, the CIC Severance Benefits, and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement Accelerated Vesting, as applicable, satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Non-CIC Severance PaymentBenefits, the Change of Control Payment and/or other benefits provided under this Agreement (CIC Severance Benefits, and the “Agreement Payments”) Accelerated Vesting, as applicable, constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Non-CIC Severance Benefits, the CIC Severance Benefits, or the Accelerated Vesting, as applicable, are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section 14 shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant extent necessary to this avoid adverse personal tax consequences under Section 4(b) 409A, and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.any ambiguities herein shall be interpreted accordingly. Jxxxxxx Xxxxxxxx April 10, 2017

Compliance with Section 409A. 16.1 The Company intends that this Agreement shall comply with Section 409A and shall be interpreted, operated and administered accordingly. Notwithstanding anything herein to the contrary, (ai) It is intended that each installment if at the time of the payments and benefits provided for in this Agreement Executive’s termination of employment with the Company the Executive is a separate “paymentspecified employee” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth as defined in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, and the guidance issued thereunder (the “CodeSection 409A”) (and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, together, with then the payments to which Executive would otherwise be entitled during the first six months following her termination of employment shall be deferred and accumulated (without any state law reduction in such payments ultimately paid or provided to the Executive) for a period of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) six months from the date of termination of employment and 1.409A-1(b)(9). (b) Notwithstanding paid in a lump sum on the foregoing, if first day of the Company seventh month following such termination of employment (or, if applicableearlier, the successor entity theretodate of the Executive’s death), and (ii) determines that the Severance Payment, the Change if any other payments of Control Payment and/or money or other benefits provided under this Agreement (due to Executive hereunder would cause the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” application of the Company an accelerated or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal additional tax consequences under Section 409A, the timing of the Agreement Payments such payments or other benefits shall be delayed as follows: on deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the earlier extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Company intends that this Agreement shall comply with Section 409A and shall be interpreted, operated and administered accordingly. 16.2 Each installment payment or other payment in a series of payments hereunder shall be deemed to occur be a separate payment for purposes of (i) Section 409A. To the date extent that is six months and one day after Executive’s reimbursements or other in-kind benefits under this Agreement constitute “separation from servicenonqualified deferred compensation” (as defined above) or (ii) the date for purposes of Executive’s death (such earlier dateSection 409A, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal all expenses or other reimbursements hereunder shall be made on or prior to the sum last day of the Agreement Payments that Executive would otherwise have received through taxable year following the Delayed Initial Payment Date if taxable year in which such expenses were incurred by the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and Executive, (B) commence paying any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the balance of the Agreement Payments expenses eligible for reimbursement, or in-kind benefits to be provided, in accordance with the applicable payment schedules set forth in this Agreementany other taxable year.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal 658451 v2/SD Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of in Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b4.5(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It This Agreement is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted in a manner intended to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of XxXxxxxxx’x separation of employment with NMC, he is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such separation of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, together, then NMC will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to XxXxxxxxx) until the date that is six months following XxXxxxxxx’x separation from employment with any state law NMC (or the earliest date as is permitted under Section 409A of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5the Code) and 1.409A-1(b)(9). (bii) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change any other payments of Control Payment and/or money or other benefits provided due to XxXxxxxxx hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by NMC, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to XxXxxxxxx under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely any such reimbursements or in-kind benefits shall be paid to XxXxxxxxx in accordance and in compliance with the extent necessary to avoid requirements of Treas. Reg. Section 1.409A -3(i)(1)(iv)(A). Each payment made under this Agreement shall be designated as a “separate payment” within the incurrence meaning of Section 409A of the adverse personal tax consequences Code. All payments to be made upon a separation from employment under Section 409A, the timing of the this Agreement Payments shall may only be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s made upon a “separation from service” within the meaning of such term under Section 409A of the Code. In implementation of the foregoing provisions, the Parties agree that (x) XxXxxxxxx’x termination of employment pursuant to this Agreement shall be treated solely for purposes of Section 409A of the Code as defined abovean “involuntary separation from service” within the meaning of Treas. Reg. Section 1.409A -1(n)(1); and (y) or the payments to be made to XxXxxxxxx under Paragraphs 2(a)(i) and (ii) of this Agreement shall be treated as exempt from the date requirements of Executive’s death (such earlier date, Section 409A of the Code pursuant to the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, short term deferral” exemption under Treas. Reg. Section 1.409A -1(b)(1) and therefore as applicable) shall (A) pay to Executive a lump sum amount equal not being subject to the sum six month delay provision referred to in clause (i) of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement second sentence of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this AgreementParagraph 14.

Compliance with Section 409A. (a) It is intended that each installment of the payments Sevcrai1cc Benefits and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Accelerated Vesting set forth in this Agreement satisfy, to the greatest extent e,-tent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “rJ1c "Code”") (Section 409A of the Code409A, together, together with any state law of similar effect, “"Section 409A”") provided under Treasury Regulation Sections 1.409A-1(b)(4Regulations l.409A-l(b)(4), 1.409A-1(b)(5l.409A-1(b}(5) and 1.409A-1(b)(91409A-J(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations J.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits or Accelerated Vesting constitute “"deferred compensation” " under Section 409A and Executive isyou arc, on the Termination Datedate of your Separation from Service, a “"specified employee” " of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a "Specified Employee"), then, solely to the extent e:,,.tent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits and Accelerated Vesting shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (I) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the tl1c date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments or benefit deferred pursuant to this Section shall be paid io a lump sum or provided in full by the “Delayed Initial Payment Date”), the Company Compm1y (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. lftl1c Severance Benefits and Accelerated Vesting benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, tl1e Release will not be deemed effective any earlier tJ1an the Release Deadline. The Severance Benefits and Accelerated Vesting benefits arc intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" wid1in the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind 261783119 vs .Ms Xxxx Xxxxxxxxx December 31, 2021 benefits provided to you hereunder (or otherwise) that arc not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) It is intended that each installment of the payments Severance Benefits and benefits provided for Change in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Control Acceleration set forth in this Agreement satisfysatisfies, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4) and 1.409A-1(b)(5). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), 1.409A-1(b)(5Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and 1.409A-1(b)(9). (b) distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Benefits or Change of in Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute Acceleration constitutes “deferred compensation” under Section 409A and Executive is, on the Termination Datedate of his Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits and Change in Control Acceleration shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section 19(h) shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would be paid as otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been provided herein. No interest shall be due on any amounts so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementdeferred.

Compliance with Section 409A. (a) It is intended If and to the extent that each installment of the payments Committee believes that the RSUs (including, if applicable, the Acquirer RSUs) or rights to the Cash Account or, if applicable, the CIC Cash-Out Amount, may constitute a “nonqualified deferred compensation plan” under Section 409A, the terms and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts conditions set forth in this Agreement satisfy(and/or the provisions of the Plan applicable thereto) shall be interpreted in a manner consistent with the applicable requirements of Section 409A, and the Committee, in its sole discretion and without the consent of the Participant, may amend this Agreement (and the provisions of the Plan applicable thereto) if and to the greatest extent possible, that the exemptions from the application Committee determines necessary or appropriate to comply with applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9).409A. (b) Notwithstanding If and to the foregoing, if the Company extent required to comply with Section 409A: (i) Payments or delivery of Shares (or, if applicable, consideration in respect of Acquirer RSUs) or cash in respect of the successor entity thereto) determines that the Severance PaymentParticipant’s Cash Account or, if applicable, the Change of Control Payment and/or other benefits provided CIC Cash-Out Amount, under this Agreement may not be made earlier than (u) the “Agreement Payments”Participant’s Separation from Service, (v) constitute “deferred compensation” under the date the Participant incurs a Section 409A and Executive isDisability, on (w) the Termination DateParticipant’s death or (x) a “specified time (or pursuant to a fixed schedule)” specified in this Agreement at the date of the deferral of such compensation; (ii) The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service; and (iii) If the Participant is a “specified employee” ”, a distribution on account of a Separation from Service may not be made before the date which is six (6) months after the date of the Company or any successor entity theretoParticipant’s Separation from Service (or, as such term is defined in Section 409A(a)(2)(B)(i) if earlier, the date of the Code, then, solely to the extent necessary to avoid the incurrence Participant’s death). For purposes of the adverse personal tax consequences under foregoing, the terms in quotations shall have the same meanings as those terms have for purposes of Section 409A, and the timing of the Agreement Payments limitations set forth herein shall be delayed applied in such manner (and only to the extent) as follows: on shall be necessary to comply with any requirements of Section 409A that are applicable to this Agreement. (c) Notwithstanding the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”)foregoing, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal does not make any representation to the sum of the Agreement Payments Participant that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed any consideration awarded pursuant to this Agreement is exempt from, or satisfies, the requirements of Section 4(b) 409A, and (B) commence paying the balance Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any beneficiary for any tax, additional tax, interest or penalties that the Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, that either is consented to by the Participant or that the Company reasonably believes should not result in a violation of Section 409A, is deemed to violate any of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.requirements of Section 409A.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service Date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (i) the Agreement Payments had amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not been so delayed pursuant affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts Separation Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from from, or comply with, the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits Separation Benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Datedate of his or her Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Separation Benefits described herein, as applicable, shall be delayed as follows: on the earlier to occur of (i) the date that is six (6) months and one (1) business day after Executive’s “separation Separation from service” (as defined above) or Service, (ii) the date of Executive’s death death, or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation (such earlier date, the “Delayed Initial Payment Date”). Upon the Delayed Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments benefit had not been so delayed pursuant to this Section 4(b3(c), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Separation Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive has a Separation from Service, the Release will not be deemed effective any earlier than the Release Date. To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. With respect to reimbursements or in-kind benefits provided to Executive hereunder (or otherwise) and that are not exempt from Section 409A, the following rules shall apply: (Bi) commence paying the balance amount of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.expenses eligible for reimbursement, or in-kind benefits provided, during any

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement paragraph 4 (the "Severance Benefits") is a separate “"payment” " for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement paragraph 4 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits Benefits provided under this Agreement (the “Agreement Payments”) constitute “"deferred compensation” " under Section 409A and Executive isyou are, on the Termination Datetermination of your service, a “"specified employee” " of the Company or any successor entity theretoCompany, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a "Specified Employee"), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits that constitute deferred compensation shall be delayed as follows: (i) on the earlier to occur of (iA) the date that is six (6) months and one day after Executive’s “your "separation from service” " (as such term is defined abovein Treasury Regulation Section 1.409A-1(h)) or (iiB) the date of Executive’s your death (such earlier date, the “"Delayed Initial Payment Date”"), the Company (or the successor entity thereto, as applicable) shall (A1) pay to Executive you a lump sum amount equal to the sum of the Agreement Payments Severance Benefits that Executive you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments Severance Benefits had not been so delayed pursuant to this Section 4(bparagraph 4(c) and (B2) commence paying the balance of the Agreement Payments Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments Non-CIC Severance Benefits and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts CIC Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Non-CIC Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits or CIC Severance Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Qualifying Termination, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Non-CIC Severance Benefits or CIC Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or your Qualifying Termination date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Non-CIC Severance Benefits or CIC Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Qualifying Termination, the Release will not be deemed Rxxxxx Xxxxxxx, M.D. January 3, 2024 effective any earlier than the Release Deadline. The Non-CIC Severance Benefits and CIC Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant extent necessary to this avoid adverse personal tax consequences under Section 4(b) 409A, and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementany ambiguities herein shall be interpreted accordingly.

Compliance with Section 409A. (a) It is intended that each installment of the payments Non-CIC Severance Benefits, the CIC Severance Benefits, and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement Accelerated Vesting, as applicable, satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4Regulations 1.409A- 1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Non-CIC Severance PaymentBenefits, the Change of Control Payment and/or other benefits provided under this Agreement (CIC Severance Benefits, and the “Agreement Payments”) Accelerated Vesting, as applicable, constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Non-CIC Severance Benefits, the CIC Severance Benefits, or the Accelerated Vesting, as applicable, are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, Non-CIC Severance Benefits, the CIC Severance Benefits, and the Accelerated Vesting, as applicable, are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. ​ Xxx Xxxxxxx February 11, 2021 ​

Compliance with Section 409A. Subject to the provisions in this Section 4, any severance payments under Section 3 of this Agreement shall begin only upon the date of the Employee’s “separation from service” (determined as set forth below) which occurs on or after the date of termination of the Employee’s employment with the Company. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Employee under Section 3 of this Agreement: (a) It is intended that each installment of the severance payments and benefits provided for in under Section 3 of this Agreement is shall be treated as a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended and the guidance issued thereunder (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9).. Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. (b) Notwithstanding the foregoingIf, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” as of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) date of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after ExecutiveEmployee’s “separation from service” from the Company, the Employee is not a “specified employee” (within the meaning of Section 409A), then each of the severance payments and benefits shall be made on the dates and terms set forth in Section 3. (c) If, as defined aboveof the date of the Employee’s “separation from service” from the Company, the Employee is a “specified employee” (within the meaning of Section 409A), then: (i) Each of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the period of time permitted under Section Treasury Regulation Section 1.409A-1(b)(4) shall be treated as a short-term deferral within the meaning of such Section to the maximum extent permissible; and (ii) Each of the severance payments and benefits due Section 3 that is not described in Section 4(c)(i) above and that would, absent this subsection, be paid within the six-(6-)month period following the Employee’s “separation from service” from the Company shall not be paid until the date that is six (6) months and one day after such separation from service (or, if earlier, the Employee’s death), with any such payments that are required to be delayed being accumulated during the six-(6-)month period and paid in a lump sum on the date that is six (6) months and one day following the Employee’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any severance payments and benefits if and to the maximum extent that such is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any payments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Employee’s separation from service occurs. (d) The determination of whether and when the Employee’s separation from service from the Company has occurred shall be made in a manner consistent with and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code. (e) All reimbursements and in-kind benefits to the Employee shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements 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 date amount of Executive’s death expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (such earlier date, iii) the “Delayed Initial Payment Date”)reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. (f) Notwithstanding anything herein to the contrary, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal have no liability to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date Employee or to any other person if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) payments and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth benefits provided in this AgreementAgreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section 14 shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant extent necessary to this avoid adverse personal tax consequences under Section 4(b) 409A, and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementany ambiguities herein shall be interpreted accordingly.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, Notwithstanding anything herein to the greatest extent possiblecontrary, the exemptions from payment hereunder of any nonqualified deferred compensation (within the application meaning of Section 409A of the Internal Revenue Code Code) upon a termination of 1986employment shall be delayed until such time as Employee has also undergone a “separation from service” as defined in Treasury Regulation § 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as amended of the date of the Employee’s termination of employment hereunder) shall be paid to Employee on the schedule set forth herein as if Employee had undergone such termination of employment (under the same circumstances) on the date of his ultimate “Code”) separation from service.” Notwithstanding anything herein to the contrary, in the event that any one or more payments of any nonqualified deferred compensation (within the meaning of Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding hereunder are to be made to the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, Employee on the Termination Date, a “specified employee” account of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after ExecutiveEmployee’s “separation from service” (with the Company, and at the time of such payment such Employee is a “specified employee” as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”in Treasury Regulation Section 1.409A-1(i), the Company (or the successor entity thereto, as applicablesuch payment(s) shall (Abe delayed for such period of time as may be necessary as required pursuant to Treasury Regulation § 1.409A-3(i)(2), and on the earliest date on which such payment(s) pay may be made following such delay without violating the requirements Treasury Regulation Section § 1.409A-3(i)(2), all such delayed payments shall be paid to Executive the Employee in a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the on such date. In addition, each separate installment payment of the Agreement Payments had not been so delayed provided pursuant to this Section 4(b10(e) herein shall be deemed a separately identified amount within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(i) and (Bby virtue of Treasury Regulation Section 1.409A-2(b)(2)(iii) commence paying the balance of the Agreement Payments in accordance with the applicable shall be a separate payment schedules set forth in this Agreementhereunder.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, Your RSUs shall be administered as subject to the greatest extent possible, the exemptions from the application of Section section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) ), and in compliance with Code section 409A and the Department of Treasury regulations and other guidance thereunder (Section 409A of the Code, together, with any state law of similar effectcollectively, “Section 409A409A and Related Guidance”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) . Compliance with Section 409A and 1.409A-1(b)(9).Related Guidance shall include the following: (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided a. any payment under this Agreement that is triggered by your separation from service other than on account of your death shall be deemed to provide for payment that is triggered only by your “separation from service” within the meaning of section 409A(a)(2)(A)(i) of the Code and the Treasury Regulations thereunder (the a “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, Separation from Service”), b. if you are a “specified employee” within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of your Section 409A Separation from Service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such Section 409A Separation from Service or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such compensation triggered by such Section 409A Separation from Service shall be paid to you on the first business day following the six month anniversary of the date of such Section 409A Separation from Service (provided, however, that if you die after the date of such Section 409A Separation from Service, this six month delay shall not apply from and after the date of your death), and c. a “Section 409A Change in Control of the Company” shall mean a change in the effective ownership or effective control of the Company or any successor entity thereto, as such term is defined a change in Section 409A(a)(2)(B)(i) the ownership of a substantial portion of the Code, then, solely to the extent necessary to avoid the incurrence assets of the adverse personal Company within the meaning of Treasury Regulation section 1.409A-3(i)(5). You acknowledge and agree that the Company has made no representation regarding the tax consequences under Section 409A, the timing treatment of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier dateAward and, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth notwithstanding anything else in this Agreement, that you are solely responsible for all taxes due with respect to the Award.

Compliance with Section 409A. (a) It is intended that each installment the Severance Benefits and Change of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Control Payment set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a Pxxxx X. Xxxx October 24, 2023 “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) It is intended that each installment of the payments Severance Benefits and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Accelerated Vesting (if applicable) set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4Regulations 1.409A- 1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement Benefits or Accelerated Vesting (the “Agreement Payments”if applicable) constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits and Accelerated Vesting (if applicable) shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance Benefits and Accelerated Vesting (if applicable) shall benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits and Accelerated Vesting (Aif applicable) pay benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in- kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) It is intended that each installment of the payments Severance Benefits and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Accelerated Vesting set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits or Accelerated Vesting constitute “deferred compensation” under Section 409A and Executive Employee is, on the Termination Datedate of Employee’s Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits and Accelerated Vesting shall be delayed as followsuntil the earliest of: on the earlier to occur of (ia) the date that is six (6) months and one (1) day after ExecutiveEmployee’s “separation Separation from service” Service date, (as defined above) or (iib) the date of ExecutiveEmployee’s death death, or (c) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section 8 shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. The Severance Benefits and Accelerated Vesting are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Any reimbursement of the expenses or in-kind benefits payable under this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the applicable payment schedules set forth last day of Employee’s taxable year following the taxable year in this Agreementwhich Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee, and Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “"payment” " for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”") (Section 409A of the Code, together, with any state law of similar effect, “"Section 409A”") provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other payments and benefits provided under this Agreement (the “"Agreement Payments”") constitute “"deferred compensation” " under Section 409A and Executive is, on the Termination Datetermination of his employment, a “"specified employee” " of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a "Specified Employee"), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “'s separation from service” (as defined above) service or (ii) the date of Executive’s 's death (such earlier date, the “"Delayed Initial Payment Date”"), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b3.09(g) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment The parties intend for this Agreement to comply with or be exempt from Section 409A of the payments Code, and benefits provided for this Agreement should be interpreted accordingly. Nonetheless, the Company does not guaranty the tax treatment of any compensation payable to Executive. (b) Notwithstanding anything to the contrary in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments Agreement, no portion of the amounts set forth in this Agreement satisfy, benefits or payments to be made under Section 10(b) hereof will be payable until the greatest extent possible, the exemptions Executive has a “separation from service” from the application Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the CodeCode to payments due to the Executive upon or following her “separation from service”, together, with then notwithstanding any state law other provision of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity theretootherwise applicable plan, as policy, agreement or arrangement), any such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date payments that is are otherwise due within six months and one day after following the Executive’s “separation from service” (as defined abovetaking into account the preceding sentence of this paragraph) will be deferred without interest and paid to the Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment. (c) Notwithstanding anything to the contrary in this Agreement, except to the extent any expense, reimbursement or in-kind benefit provided to the Executive does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code, and its implementing regulations and guidance, (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (ii) the date reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (d) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s death (such earlier date, separation from service within the “Delayed Initial Payment Date”)meaning of Section 409A of the Code, the Company (determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the successor entity theretoExecutive becomes entitled to under this Agreement or otherwise on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, as applicable) such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) pay to Executive six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a lump sum amount equal to the sum of the Agreement Payments catch-up payment covering amounts that Executive would otherwise have received through been paid during the Delayed Initial Payment Date if six-month period but for the commencement application of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) provision, and (B) commence paying the balance of the Agreement Payments installments shall be payable in accordance with the applicable payment schedules set forth in this Agreementtheir original schedule.

Compliance with Section 409A. (a) It is intended that each installment of the payments Non-CIC Severance Benefits and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts CIC Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Non-CIC Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits or CIC Severance Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Non-CIC Severance Benefits and CIC Severance Benefits g shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Non-CIC Severance Benefits and CIC Severance Benefits benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Non-CIC Severance Benefits and CIC Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) 16.1. It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Severance set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any instalment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each instalment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute constitutes “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments or benefits deferred pursuant to this Section 16 shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the “Delayed Initial Payment Date”)Release will not be deemed effective any earlier than the Release Deadline. The Severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. No payments hereunder may be accelerated or deferred unless permitted or required by Section 409A. In no event shall the Company (or the successor entity thereto, as applicable) shall (A) pay have any liability to Executive a lump sum amount equal you or to any other person with respect to the sum application of Section 409A to the Agreement Payments payments and benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementmay be payable hereunder.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of in Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b4.5(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment the Severance Benefits and the Change of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Control Payment (if applicable) set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the Termination Datedate of Fxxx Xxxxxxx October _24_, 2023 your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits shall be delayed as followsuntil the earliest of: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation your Separation from service” (as defined above) or Service date, (ii) the date of Executive’s death your death, or (iii) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of the employment shall not be deemed to have occurred for purposes of any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the Agreement Payments had meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not been so delayed pursuant exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to this Section 4(bbe provided in any other taxable year, (ii) and in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (Biii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. (a) It is intended The Parties intend that each installment any amounts payable under this Agreement, and the Company’s and the Executive’s exercise of authority or discretion hereunder, comply with the payments and benefits provided for in this Agreement is a separate “payment” for purposes provisions of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, togetheralong with the rules, with any state law regulations and guidance promulgated thereunder by the Department of similar effectthe Treasury or the Internal Revenue Service (collectively, “Section 409A”) provided so as not to subject the Executive to the payment of the additional tax, interest or penalty which may be imposed under Treasury Regulation Sections 1.409A-1(b)(4)Section 409A. In furtherance thereof, 1.409A-1(b)(5) to the extent that any provision of this Agreement would result in the Executive being subject to payment of additional tax, interest or penalty under Section 409A, the Parties agree to amend this Agreement if permitted under Section 409A in a manner which does not impose any additional taxes, interest or penalties on Executive in order to bring this Agreement into compliance with Section 409A, without materially changing the economic value of the arrangements under this Agreement to any Party, and 1.409A-1(b)(9)thereafter the Parties will interpret its provisions in a manner that complies with Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. (b) Notwithstanding any provisions of this Agreement to the foregoingcontrary, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, is a “specified employee” (within the meaning of Section 409A and determined pursuant to any policies adopted by the Company consistent with Section 409A), at the time of the Company or Executive’s “Separation From Service” (within the meaning of Section 409A) and if any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) portion of the Code, then, solely payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A and cannot be paid or provided to the extent necessary to avoid Executive without the incurrence of the adverse personal tax consequences Executive incurring taxes, interest or penalties under Section 409A, then such amounts that, would otherwise be payable pursuant to this Agreement and such benefits that would otherwise be provided pursuant to this Agreement, in each case, during the timing of six-month period immediately following the Agreement Payments shall Executive’s Separation From Service will instead be delayed as follows: paid or made available on the earlier to occur of (i) the first business day of the seventh month following the date that is six months and one day after of Executive’s “separation from service” (as defined above) Separation From Service or (ii) the date of Executive’s death death. (c) With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such earlier datepayment or benefit would be considered deferred compensation under Section 409A or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed by the “Delayed Initial Payment Date”), Executive no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (or the successor entity thereto, as applicabled) shall Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A. (Ae) pay A termination of employment will not be deemed to Executive a lump sum amount equal to the sum have occurred for purposes of the any provision of this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a Separation From Service, and notwithstanding anything contained herein to the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying contrary, the balance of date on which such Separation From Service takes place will be the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreementtermination date.

Compliance with Section 409A. (a) It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It For the avoidance of doubt, it is also intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). (b) Notwithstanding the foregoing. However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six (6) months and one (1) day after Executive’s “separation from service” (as defined above) or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b2(b) and (B) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Section 409A. (a) It is intended that each installment of the payments Severance Benefits and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that payments of the amounts Accelerated Vesting set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code409A, together, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). . For purposes of Section 409A (bincluding, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Payment, the Change of Control Payment and/or other benefits provided under this Agreement (the “Agreement Payments”) Benefits or Accelerated Vesting constitute “deferred compensation” under Section 409A and Executive Employee is, on the Termination Datedate of Employee’s Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments Severance Benefits and Accelerated Vesting shall be delayed as followsuntil the earliest of: on the earlier to occur of (ia) the date that is six (6) months and one (1) day after ExecutiveEmployee’s “separation Separation from service” Service date, (as defined above) or (iib) the date of ExecutiveEmployee’s death death, or (c) such earlier datedate as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the “Delayed Initial Payment Date”), all payments or benefits deferred pursuant to this Section 9 shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable) ), and any remaining payments due shall (A) pay be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. The Severance Benefits and Accelerated Vesting are intended to Executive a lump sum amount equal qualify for an exemption from application of Section 409A or comply with its requirements to the sum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Any reimbursement of the expenses or in-kind benefits payable under this Agreement Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 4(b) and (B) commence paying the balance of the Agreement Payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the applicable payment schedules set forth last day of Employee’s taxable year following the taxable year in this Agreementwhich Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee, and Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.