Common use of Compliance with Section 409A Clause in Contracts

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (ai) This It is intended that this Agreement is intendedshall conform with all applicable Section 409A requirements to the extent Section 409A applies to any provisions of the Agreement. Accordingly, in interpreting, construing or applying any provisions of the Agreement, the same shall be construed in such manner as shall meet and comply with Section 409A, and in the event of any inconsistency with Section 409A, the same shall be interpreted, reformed so as to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with meet the requirements of Section 409A. For purposes of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in each payment made under this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall Executive, directly or indirectly, designate the calendar year of payment. Executive acknowledges that the Employer has not made, and does not make, any representation or warranty regarding the treatment of this Agreement or the benefits payable under this Agreement under federal, state or local income tax laws, including, but not limited to, Section 409A.409A or compliance with the requirements thereof. (cii) If, on To the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee extent Executive is a “specified employee” as defined in Section 409A, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s ) upon separation from service (within the meaning of Section 409A), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service, will be made during such six-month period, and any such payment, distribution or benefit will instead begin to be paid in paid, distributed or settled on the seventh first business day after such six-month period; provided, however, that if Executive dies following Employee’s separation from service the Termination Date and prior to the extent required by payment, distribution, settlement or provision of any payments, distributions or benefits delayed on account of Section 409A. (d) Any taxable reimbursement 409A, then such payments, distributions or benefits shall be paid no later than December 31st or provided to the personal representative of the year Executive’s estate within 30 days after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)date of Executive’s death. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended Subject to the extent necessary to bring it into compliance with provisions in this Section 409A. Nothing in 4(b)(iv), any severance payments or benefits under this Agreement shall require begin only upon the Company to satisfy the Employeedate of Executive’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” (determined as set forth below) which occurs on or after the date of termination of Executive’s employment. The following rules shall apply with respect to the distribution of the severance payments and benefits, if any, to be provided to Executive under this Agreement: (1) It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (2) If, as of the date of Executive’s “separation from service” from the Company, Executive is not a “specified employee” (within the meaning of Section 409A. Each such payment 409A), then each installment of the severance payments and benefits shall be considered to be a separate payment under Section 409A.made on the dates and terms set forth in this Agreement. (c3) If, on as of the date of a Executive’s “separation from service,” from the equity interests of the Company are publicly traded and Employee Company, Executive is a “specified employee” (within the meaning of Section 409A), any payment that is “nonqualified deferred compensation” subject then: (A) Each installment 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 short-term deferral period (as defined under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and would such payments and benefits shall be paid or provided on the dates and terms set forth in this Agreement; and (B) Each installment of the severance payments and benefits due this Agreement that is not described in Section 4(b)(iv)(3)(A) above and that would, absent this subsection, be paid within the six-month period following Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after Employeesuch separation from service (or, if earlier, Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service will instead begin 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 installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid in under a separation pay plan that does not provide for a deferral of compensation by reason of the seventh month following Employee’s application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service to service). Any installments that qualify for the extent required by exception under Treasury Regulation Section 409A. (d1.409A-1(b)(9)(iii) Any taxable reimbursement shall must be paid no later than December 31st the last day of Executive’s second taxable year following the taxable year in which the separation from service occurs. (4) The determination of whether and when Executive’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(b)(iv), “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. (5) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Sections 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 Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year after may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)(iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. (e6) If Notwithstanding anything herein to the period during which Employee has discretion to execute or revoke a release straddles two calendar yearscontrary, the Company shall make have no liability to Executive or to any other person if the payments and benefits provided hereunder that are conditioned upon the release and subject intended to be exempt from or compliant with Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Companyare not so exempt or compliant.

Compliance with Section 409A. (aTo the maximum extent permissible by applicable law, the payments and benefits payable under this Agreement shall be interpreted to be exempt from Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) This and 1.409A-1(b)(9). To the extent the payments and benefits under this Agreement is intendedare subject to Section 409A of the Code, and this Agreement shall be interpreted, to ensure construed and administered in a manner that satisfies the payments made by requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other payments that are exempt frompayable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the 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, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A409A of the Code, while preserving the economic agreement of the parties. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be deemed effective and shall be null and void with respect to be amended such compensation, benefits or other payments, and such provision shall otherwise remain in full force and effect. The Executive’s right to the extent necessary to bring it into compliance with Section 409A. Nothing in receive installment payments of any severance payments or benefits under this Agreement shall require be treated as a right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on extent any amounts or benefits provided reimbursement of expenses under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that Agreement is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within Code, the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to reimbursements shall be paid in the seventh month following Employee’s separation from service to the extent required by accordance with Treasury Regulation Section 409A. (d1.409A-3(i)(1)(iv) Any taxable reimbursement shall and be paid no later than December 31st on or before the last day of Executive’s taxable year following the year after the taxable year in which Executive incurred the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)expenses. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (aA) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing Notwithstanding anything contained in this Agreement shall require to the Company to satisfy contrary, if Executive is a “specified employee,” as determined under the EmployeeCorporation’s obligation to pay (policy for determining specified employees on the Date of Termination, all payments, benefits or require the Company to indemnify the Employee with respect to) required taxes on any amounts reimbursements paid or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by Agreement that constitute a “deferral of compensation” within the Company that is subject to meaning of Section 409A and of the Code, that is contingent on are provided as a termination result of employment is contingent on a “separation from service” within the meaning of Section 409A. Each 409A and that would otherwise be paid or provided during the first six months following such payment Date of Termination shall be considered to be a separate payment accumulated through and paid or provided (together with interest at the applicable Federal short-term rate, compounded semi-annually, in effect under Section 409A.1274(d) of the Code as of the Date of Termination) within 30 calendar days after the first business day following the six month anniversary of such Date of Termination (or, if Executive dies during such six-month period, within 10 calendar days after Executive’s death). (cB) If, on It is intended that the date payments and benefits provided under this Agreement either shall be exempt from the application of a “separation from service,” or shall comply with the equity interests requirements of the Company are publicly traded and Employee is a “specified employee” within the meaning Section 409A. For purposes of Section 409A, each payment hereunder shall be considered a separate payment. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Corporation shall not take any payment action that is “nonqualified deferred compensation” subject to would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Executive. Although the Corporation shall use its best efforts to avoid the imposition of taxation, interest and would be paid within six months after Employee’s separation from service will instead begin to be paid in penalties under Section 409A, the seventh month following Employee’s separation from service to tax treatment of the extent required by Section 409A. (d) Any taxable reimbursement benefits provided under this Agreement is not warranted or guaranteed. Neither the Corporation, its Affiliates nor any of their respective directors, officers, employees or advisors shall be paid no later than December 31st held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or any other taxpayer as a result of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)Agreement. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This It is the Company’s intent that payments and benefits under this Agreement is intendedcomply with Section 409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpretedinterpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to ensure that the payments made by extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Employee shall not be considered to have terminated employment with the Company are exempt from, or comply with, Section 409A. If any provision subsidiary or affiliate thereof for purposes of this Agreement is unless the Employee would be considered to have incurred a Separation from Service from the Company or might any of its subsidiaries or affiliates. Each amount to be inconsistent with the requirements paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A or any other exemption under Section 409A shall require not be treated as deferred compensation unless applicable law requires otherwise. To the Company extent that any reimbursements or in-kind benefits due to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed Agreement constitute “deferred compensation” under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A such reimbursements and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement in-kind benefits shall be paid no later than December 31st of the year after the year to Employee in which the expense is incurred and shall comply a manner consistent with Treas. Reg. § Section 1.409A-3(i)(1)(iv). . Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Employee’s Separation from Service shall instead be paid on the first business day after the date that is six months following the Employee’s Separation from Service (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar yearsdeath, if earlier). This Agreement may be amended in any respect deemed by the Company shall make the payments that are conditioned upon the release and subject in good faith to be necessary in order to preserve compliance with Section 409A no earlier than January 1st of without imposing any additional interest, taxes or penalties on the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the CompanyEmployee.

Compliance with Section 409A. (a) This Agreement is intendedNotwithstanding anything to the contrary in this Employment Agreement, and shall be interpreted, to ensure that the payments made by the Company are exempt from, no severance pay or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed benefits to be amended paid or provided to the extent necessary Employee, if any, pursuant to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, when considered together with any taxes imposed other severance payments or separation benefits that are considered deferred compensation under Section 409A. 409A of the Code and any final regulations and official guidance promulgated thereunder (b“Section 409A”) Any payment by (together, the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until the Employee has a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) IfIn addition, on if the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination (other than due to death), then, to the extent necessary to avoid the imposition of penalty taxes on Employee pursuant to Section 409A, any payment the Deferred Compensation Separation Benefits that is “nonqualified deferred compensation” subject to Section 409A and would be paid are payable within the first six months after following the Employee’s separation from service service, will instead begin to be paid in become payable on the seventh month first payroll date that occurs on or after the date six months and one (1) day following the date of the Employee’s separation from service service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the extent required by contrary, if the Employee dies following the Employee’s separation from service, but prior to the six-month anniversary of the separation from service, then any payments delayed in accordance with this Section 409A. (d7.0, together with interest, will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) Any taxable reimbursement of the Treasury Regulations. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Employee and the Company agree to work together in good faith to consider amendments to this Employment Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Employee under Section 409A. During any period in which any Deferred Compensation Separation Benefits to Employee are deferred pursuant to the foregoing, Employee shall be paid no later than December 31st entitled to interest on the deferred amount(s) at a per annum rate equal to the highest rate of interest applicable to six-month non-callable certificates of deposit with daily compounding offered by the year after following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second date of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Companyseparation from service.

Compliance with Section 409A. (a) This Agreement and its payments and benefits are intended to comply with (or be exempt from) the requirements of Code Section 409A and will be interpreted and administered in accordance with such intention. In the event this Agreement or any benefit paid to Executive hereunder is intendeddeemed to be subject to Code Section 409A, Executive consents to the Company adopting such conforming amendments or taking such actions as the Company deems necessary, in its discretion (and shall without an obligation to do so), to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. While it is intended that all payments and benefits provided under this Agreement to Executive will be interpretedexempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments made by the Company under this Agreement are exempt from, from or comply with, compliant with Code Section 409A. If The Company will have no liability to Executive or any provision of this Agreement is other person if any amounts paid or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended payable are subject to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided additional tax and/or penalties and/or interest under this Agreement, including without limitation, any taxes imposed under Code Section 409A. (bi) Any payment by Notwithstanding anything herein to the Company that is subject to Section 409A and that is contingent on a contrary, if at the time of Executive’s termination of employment with the Company Executive is contingent on a “separation from servicespecified employee” as defined in Section 409A, and the deferral of the commencement 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. Each 409A is necessary in order to prevent any accelerated or additional tax under Section 409A, 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 comply with Section 409A until the first business day to occur following the date that is six (6) months following the Termination Date (or the earliest date otherwise permitted under Section 409A). In the event that payments under this Agreement are deferred pursuant to this subclause (i) 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 subclause (i) without any interest thereon. (ii) Each payment made under this Agreement shall be considered to be a separate payment under and not one of a series of payments for purposes of Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. In the event that (ai) This Agreement is intended, and shall one or more payments of compensation or benefits received or to be interpreted, received by Employee pursuant to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this (“Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect toPayment”) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is would constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and that (ii) Employee is contingent on a deemed at the time of such termination of employment is contingent on to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” within (as such term is at the meaning time defined in Treasury Regulations under Section 409A of the Code) with the Company or (ii) such earlier time permitted under Section 409A. Each 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such payment deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Employee is deferred pursuant to the foregoing, Employee shall be considered entitled to be interest on the deferred Agreement Payment at a separate payment under Section 409A. per annum rate equal to the highest rate of interest applicable to six (c) If6)-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 a “such separation from service,” . Upon the equity interests expiration of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409Aapplicable deferral period, any payment Agreement Payment which would have otherwise been made during that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid period (whether in a single sum or in installments) in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement absence of this paragraph shall be paid no later than December 31st of the year after the year to Employee or his or her beneficiary in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)one lump sum, including all accrued interest. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to Section 2 or Section 3 of the Agreement is intended, and which constitutes a “deferral of compensation” within the meaning of Treasury Regulations promulgated pursuant to Section 409A (the “Section 409A Regulations”) shall be interpretedpaid unless and until Executive has incurred a Separation from Service. Furthermore, to ensure the extent that Executive is a “specified employee” of the payments made Company as of the date of Executive’s Separation from Service,and to the extent required by the Company are exempt fromSection 409A Regulations, or comply withno amount that constitutes a deferral of compensation which is payable on account of the Employee’s Separation from Service shall be paid to Executive before the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of Executive’s Separation from Service or, Section 409A. If if earlier, the date of Executive’s death following such Separation from Service. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. To the extent that any provision of this Agreement is or might be inconsistent ambiguous as to its compliance with the requirements of Section 409A, the provision will be read in such provision shall a manner so that all payments hereunder comply with Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Section 409A Regulations. (b) The parties intend that the payments and benefits provided to Executive pursuant to this Agreement be deemed paid in compliance with Section 409A so that no excise tax is incurred under Section 409A. To the extent permitted by Section 409A and the Section 409A Regulations, the parties agree to be amended modify this Agreement, the timing (but not the amount(s)) of the payments or benefits provided herein, or both, to the extent necessary to bring it into compliance comply with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision Any amounts payable as a result of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on shall only be payable if such termination of employment constitutes a “‘separation from service” ’ within the meaning of Section 409A. Each 409A of the Code. In addition, in the event that (i) Employee is deemed at the time of such payment shall be considered separation from service to be a separate payment “specified employee” under Section 409A. 409A(a)(2)(B)(i) of the Code and (cii) Ifthe payment of any amounts to Employee as a result of such separation from service (an ‘Agreement Payment’) would result in penalty tax liability pursuant to Section 409A of the Code, then such Agreement Payment shall not be made or commence until the earlier of (a) the expiration of the six (6)-month period measured from the date of Employee’s separation from service with the Company or (b) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder. During any period in which an Agreement Payment to Employee is deferred pursuant to the foregoing, Employee 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 a “such separation from service,” . Upon the equity interests expiration of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409Aapplicable deferral period, any payment Agreement Payment which would have otherwise been made during that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid period (whether in a single sum or in installments) in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement absence of this paragraph shall be paid no later than December 31st of the year after the year to Employee or his or her beneficiary in which the expense one lump sum, including all accrued interest.” 7. Section 7.1(e) is incurred hereby amended and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion restated in its entirety to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.read as follows:

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure The General Partner intends that the payments made by the Company are exempt Restricted Units and UDRs be structured in compliance with, or to satisfy an exemption from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the award, vesting or payment of the Restricted Units or UDRs. Accordingly, in the event of any ambiguity, the Agreement shall be construed and administered in accordance with such intent. In addition, in the event the Restricted Units or UDRs are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable within 60 days thereafter. A termination of Service shall not be deemed to be amended to have occurred for purposes of any provision of the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require providing for the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on payment of any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed that are considered nonqualified deferred compensation under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on upon or following a termination of employment Service, unless such termination is contingent on also a “separation from service” within the meaning of Section 409A. Each such 409A and the payment shall be considered thereof prior to be a separate payment under Section 409A. (c) If, on the date of a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” the equity interests “termination of the Company are publicly traded and Employee is a Service” or like terms shall mean “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)service. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.”

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended Notwithstanding anything set forth herein to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreementcontrary, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject no amount payable pursuant to Section 409A and that is contingent on a termination 2 or Section 3 of employment is contingent on the Agreement which constitutes a “separation from servicedeferral of compensation” within the meaning of Treasury Regulations promulgated pursuant to Section 409A. Each such payment 409A (the “Section 409A Regulations”) shall be considered paid unless and until Executive has incurred a Separation from Service. Furthermore, to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee extent that Executive is a “specified employee” within of the meaning Company as of Section 409Athe date of Executive’s separation from service, any payment no amount that constitutes a deferral of compensation which is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after payable on account of the Employee’s separation from service will instead begin shall paid to be paid in Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month following Employeeafter the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (b) The parties intend that the payments and benefits provided to Executive pursuant to this Agreement be paid in compliance with Section 409A so that no excise tax is incurred under Section 409A. To the extent permitted by Section 409A and the Section 409A Regulations, the parties agree to modify this Agreement, the timing (but not the amount(s)) of the payments or benefits provided herein, or both, to the extent required by necessary to comply with Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision All provisions of this Agreement is or might shall be inconsistent construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under the Internal Revenue Code of 1986 (“Code”) Section 409A (“Section 409A”). By way of example, and not limitation, it is the intent of the parties that the Severance Payment, including each payment in a series of installment payments, is intended to be a separate payment for purposes of Treas. Reg. §1.409A-2(b), and is intended to be either: (i) exempt from Section 409A, such provision shall be deemed to be amended to including, but not limited to, by compliance with the extent necessary to bring it into short-term deferral exemption as specified in Treas. Reg. § 1.409A-1(b)(4) and the involuntary separation pay exception within the meaning of Treas. Reg. § 1.409A-1(b)(9)(iii), or (ii) in compliance with Section 409A. Nothing in 409A, including, but not limited to, being paid pursuant to a fixed schedule or specified date pursuant to Treas. Reg. §1.409A-3(a) and the provisions of this Agreement shall require will be administered, interpreted and construed accordingly. Notwithstanding the Company foregoing, if any payment would be subject to satisfy additional taxes and interest under Section 409A because the timing of such payment is not delayed as provided in Code Section 409A(a)(2)(B)(i), and Employee constitutes a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), then any such payments that Employee would otherwise be entitled to during the first six months following Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Code Section 409A. Each such payment 409A(a)(2)(A)(i) shall be considered to be a separate payment under Section 409A. (c) If, accumulated and paid on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to (or if such payment date does not fall on a business day of the Company, the next following business day of the Company), or such earlier date upon which such amount can be paid in under Section 409A without being subject to such additional taxes and interest. In no event shall the seventh month following Employee’s separation from service Company be liable to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st Employee for any tax, penalty, or interest levied on Employee as a result of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to application of Code Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year to any payments or benefits provided to Employee actually delivers the executed release to by the Company.

Compliance with Section 409A. (a) This Agreement It is intended, and shall be interpreted, to ensure intended that the severance payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or and benefits provided under this Agreement, including without limitation, Section 6 be exempt from the provisions of Section 409A to the fullest extent possible. To the extent that any taxes imposed under Section 409A. (b) Any such payment by the Company that or benefit is subject to Section 409A and then, notwithstanding anything in this Agreement to the contrary, any amount that is contingent on a becomes payable under this Agreement to the Employee upon the Employee’s termination of employment is contingent on shall not be paid unless such termination of employment constitutes a separation from service under Section 409A and payment of any severance amount under Section 6 shall not commence until sixty (60) days after such separation from service. A “separation from service” within means a separation from service with the meaning of Company and all other persons or entities with whom the Company would be considered a single employer under Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests of If the Company are publicly traded and determines in good faith that the Employee is a “specified employee” within under Section 409A then, to the meaning of extent required under Section 409A, any payment amount that is “nonqualified deferred compensation” subject to Section 409A and otherwise would be paid within six months after payable to the Employee during the six-month period following the Employee’s separation from service will instead begin shall be suspended until the lapse of such six-month period (or, if earlier, the date of death of the Employee). The amount that otherwise would be payable to the Employee during such period of suspension shall be paid in a single payment on the seventh day following the end of such six-month period (or, if such day is not a business day, on the next succeeding business day) or within thirty (30) days following the death of the Employee during such six-month period, provided that the death of the Employee during such six-month period shall not cause the acceleration of any amount that otherwise would be payable on any date during such six-month period following the date of the Employee’s separation from service death. Any amounts not subject to the extent required by Section 409A. (d) Any taxable reimbursement suspension described in the preceding sentence shall be paid no later than December 31st of the year after the year as otherwise provided in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)this Agreement. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision Any amounts payable as a result of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on shall only be payable if such termination of employment constitutes a “‘separation from service” ’ within the meaning of Section 409A. Each 409A of the Code. In addition, in the event that (i) Employee is deemed at the time of such payment shall be considered separation from service to be a separate payment “specified employee” under Section 409A. 409A(a)(2)(B)(i) of the Code and (cii) Ifthe payment of any amounts to Employee as a result of such separation from service (an ‘Agreement Payment’) would result in penalty tax liability pursuant to Section 409A of the Code, then such Agreement Payment shall not be made or commence until the earlier of (a) the expiration of the six (6)-month period measured from the date of Employee’s separation from service with the Company or (b) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder. During any period in which an Agreement Payment to Employee is deferred pursuant to the foregoing, Employee 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 a “such separation from service,” . Upon the equity interests expiration of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409Aapplicable deferral period, any payment Agreement Payment which would have otherwise been made during that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid period (whether in a single sum or in installments) in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement absence of this paragraph shall be paid no later than December 31st of the year after the year to Employee or his or her beneficiary in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)one lump sum, including all accrued interest. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.”

Compliance with Section 409A. (aA) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing Notwithstanding anything contained in this Agreement shall require to the Company to satisfy contrary, if the EmployeeExecutive is a “specified employee,” as determined under the Corporation’s obligation to pay (policy for determining specified employees on the Date of Termination, all payments, benefits or require the Company to indemnify the Employee with respect to) required taxes on any amounts reimbursements paid or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by Agreement that constitute a “deferral of compensation” within the Company that is subject to meaning of Section 409A and of the Code, that is contingent on are provided as a termination result of employment is contingent on a “separation from service” within the meaning of Section 409A. Each 409A and that would otherwise be paid or provided during the first six months following such payment Date of Termination shall be considered to be a separate payment accumulated through and paid or provided (together with interest at the applicable Federal short-term rate, compounded semi-annually, in effect under Section 409A. (c1274(d) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st Code as of the year Date of Termination) within 30 calendar days after the year in which first business day following the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(ivsix month anniversary of such Date of Termination (or, if the Executive dies during such six-month period, within 10 calendar days after the Executive’s death). (eB) If It is intended that the period during which Employee has discretion to execute payments and benefits provided under this Agreement shall either be exempt from the application of, or revoke a release straddles two calendar yearscomply with, the Company requirements of Section 409A. This Agreement shall make be construed, administered, and governed in a manner that effects such intent, and the Corporation shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that are conditioned upon would result in the release and subject to imposition of an additional tax under Section 409A no earlier than January 1st upon Executive. Although the Corporation shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the second benefits provided under this Agreement is not warranted or guaranteed. Neither the Corporation, its Subsidiaries nor their respective directors, officers, employees or advisors shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive or other taxpayer as a result of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the CompanyAgreement.

Compliance with Section 409A. (a) This Agreement is intended, Each payment or reimbursement and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of each benefit under this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment and not one of a series of payments for purposes of Section 409A. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A so that the income inclusion provisions of Section 409A(a)(1) do not apply to Employee. This Agreement shall be administered in a manner consistent with this intent. Reference to Section 409A is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations, or any other formal guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. The Company shall not reimburse Employee for the amount of any tax liability incurred by Employee under Section 409A. (c) If409A. Employee acknowledges that he has had a reasonable opportunity to consult with independent legal, on tax or other counsel in connection with Section 409A. To the extent that any amounts payable under this Agreement constitute a “deferral of compensation” subject to Section 409A and if, at the date of a “separation his Separation from service,” the equity interests of the Company are publicly traded and Service, Employee is a “specified employee,” within the meaning of Section 409A, any of the Company as determined by the Company from time to time, then each such payment that is “nonqualified deferred compensation” subject would otherwise be payable to Section 409A and would be paid Employee within the six months after (6) month period following Employee’s separation Separation from service will instead begin to Service shall be paid in deferred until the earlier of (i) the first day of the seventh month following Employee’s separation Separation from service to Service with the extent required by Section 409A. Company, or (dii) Employee’s death. Any taxable reimbursement payments or benefits delayed as a result of the preceding sentence shall be accumulated and paid no later than December 31st in a lump sum, without interest, as soon as practicable after the first day of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)seventh month following Employee’s Separation from Service or Employee’s earlier death. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Agreement is intended, Each payment or reimbursement and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of each benefit under this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment and not one of a series of payments for purposes of Section 409A. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A so that the income inclusion provisions of Section 409A(a)(1) do not apply to Employee. This Agreement shall be administered in a manner consistent with this intent. Reference to Section 409A is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations, or any other formal guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. The Company shall not reimburse Employee for the amount of any tax liability incurred by Employee under Section 409A. (c) If409A. Employee acknowledges that he has had a reasonable opportunity to consult with independent legal, on tax or other counsel in connection with Section 409A. To the extent that any amounts payable under this Agreement constitute a “deferral of compensation” subject to Section 409A and if, at the date of a “separation his Separation from service,” the equity interests of the Company are publicly traded and Service, Employee is a “specified employee,” within the meaning of Section 409A, any of the Company as determined by the Company from time to time, then each such payment that is “nonqualified deferred compensation” subject would otherwise be payable to Section 409A and would be paid Employee within the six months after (6) month period following Employee’s separation Separation from service will instead begin to Service shall be paid in deferred until the earlier of (a) the first day of the seventh month following Employee’s separation Separation from service to Service with the extent required by Section 409A. Company, or (db) Employee’s death. Any taxable reimbursement payments or benefits delayed as a result of the preceding sentence shall be accumulated and paid no later than December 31st in a lump sum, without interest, as soon as practicable after the first day of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)seventh month following Employee’s Separation from Service or Employee’s earlier death. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. In the event that (ai) This Agreement is intended, and shall one or more payments of compensation or benefits received or to be interpreted, received by Employee pursuant to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this (“Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect toPayment”) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is would constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and that (ii) Employee is contingent on a deemed at the time of such termination of employment is contingent on to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” within (as such term is at the meaning time defined in Treasury Regulations under Section 409A of the Code) with the Company or (ii) such earlier time permitted under Section 409A. Each 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such payment deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Employee is deferred pursuant to the foregoing, Employee shall be considered entitled to be interest on the deferred Agreement Payment at a separate payment under Section 409A. per annum rate equal to the highest rate of interest applicable to six (c) If6)-month non-callable certificates of deposit with daily compounding offered by the following institutions: Citibank N.A., Wxxxx Fargo Bank, N.A. or Bank of America, on the date of a “such separation from service,” . Upon the equity interests expiration of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409Aapplicable deferral period, any payment Agreement Payment which would have otherwise been made during that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid period (whether in a single sum or in installments) in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement absence of this paragraph shall be paid no later than December 31st of the year after the year to Employee or his or her beneficiary in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)one lump sum, including all accrued interest. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A. If when the Executive's employment terminates the Executive is intendeda specified employee, as defined in Section 409A, and if any payments under this Agreement will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive's employment for reasons other than the Executive's death, (y) the date of the Executive's death, or (z) any earlier date that does not result in additional tax or interest to the Executive under Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be interpreted, paid to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. Executive in a single lump sum. If any provision of this Agreement is or might be inconsistent with does not satisfy the requirements of Section 409A, such the provision shall nevertheless be deemed applied in a manner that is consistent with those requirements. If any provision of this Agreement would subject the Executive to be amended additional tax or interest under Section 409A, Company shall reform the provision. However, Company shall maintain to the maximum extent necessary practicable the original intent of the applicable provision without subjecting the Executive to bring it into compliance with Section 409A. Nothing additional tax or interest, and Company shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A include rules, regulations, and that is contingent on a termination guidance of employment is contingent on a “separation from service” within general application issued by the meaning Department of Section 409A. Each such payment shall be considered to be a separate payment the Treasury under Internal Revenue Code Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure To the extent that the payments made by provisions of Section 409A of the Company Code or any Treasury regulations promulgated thereunder are exempt fromapplicable to any amounts payable hereunder, or comply with, Section 409A. If any provision of the parties intend that this Agreement is or might be inconsistent with will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Executive is liable for the payment of any tax, penalty or interest pursuant to Section 409A409A of the Code, such or any successor or like provision shall be deemed (the “409A Tax”), with respect to any payments or property transfers received or to be amended received under this Agreement or otherwise, the Company will pay the Executive an amount (the “Special Reimbursement”) which, after payment to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay Executive (or require on the Company to indemnify the Employee with respect toExecutive’s behalf) required taxes on of any amounts or benefits provided under this Agreementfederal, including state and local taxes, including, without limitation, any taxes imposed further tax, penalty or interest under Section 409A. (b) 409A of the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment by due to the Executive under this Section will be made to the Executive, or on behalf of the Executive, as soon as practicable after the determination of the amount of such payment, but no sooner than the date on which the Company that is subject required to withhold such amount or the Executive is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within will be made to the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) IfExecutive, or on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409AExecutive’s behalf, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st the end of the year after following the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute Executive or revoke a release straddles two calendar years, the Company shall make paid the payments related taxes, interest or penalties. The Executive will cooperate with the Company in taking such actions as the Company may reasonably request to assure that are conditioned upon this Agreement will meet the release and subject to requirements of Section 409A no earlier than January 1st of the second Code and any regulations promulgated thereunder and to limit the amount of such calendar years, regardless of which taxable year Employee actually delivers the executed release any additional payments required by this Section 9.7 to be made to the CompanyExecutive.

Compliance with Section 409A. (a) This a. The Compensation Letter as amended by this Amendment Agreement is intended, and shall be interpreted, intended to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A409A. Accordingly, all provisions herein shall be construed and interpreted to comply with Section 409A and, if necessary, any such provision shall be deemed to be amended to the extent necessary to bring it into compliance comply with Section 409A. Nothing 409A and the regulations thereunder. b. Notwithstanding any provision to the contrary in the Compensation Letter as amended by this Agreement shall require Amendment Agreement, no payments or benefits to which you become entitled under the Compensation Letter in connection with the termination of your employment with the Company shall be made or paid to satisfy you prior to the Employee’s obligation earlier of (i) the first day of the seventh (7th) month following the date of your Separation from Service due to pay such termination of employment or (or require ii) the Company date of your death, if you are deemed, pursuant to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment procedures established by the Company that is Compensation Committee in accordance with the applicable standards of Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all for all non-qualified deferred compensation plans subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered 409A, to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within at the meaning time of such Separation from Service and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2). Upon the expiration of the applicable Section 409A(a)(2) deferral period, all payments deferred pursuant to this Section 3b shall be paid in a lump sum to you, and any remaining payments due under the Agreement shall be paid in accordance with the normal payment dates specified for them herein. The specified employees subject to such a delayed commencement date shall be identified on December 31 of each calendar year. If you are so identified on any such December 31, you shall have specified employee status for the twelve (12)-month period beginning on April 1 of the following calendar year. c. Unless required by Section 409A, the six-month holdback set forth in Section 3b above shall not be applicable to (i) any payment severance payments that is “nonqualified deferred compensation” subject to Section 409A qualify as Short-Term Deferral Payments and would be (ii) any remaining portion of such severance payments paid within six months after Employee’s separation your Separation from service will instead begin to be paid in the seventh month following Employee’s separation from service Service to the extent required by (A) that the dollar amount of those payments does not exceed two (2) times the lesser of (x) your annualized compensation (based on your annual rate of pay for the calendar year preceding the calendar year of your Separation from Service, adjusted to reflect any increase during that calendar year which was expected to continue indefinitely had your Separation from Service not occurred) or (y) the maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 409A. (d401(a)(17) Any taxable reimbursement shall be paid no later than December 31st of the year after Code for the year in which you have a Separation from Service, and (B) such severance payments are to be made to you no later than the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st last day of the second of such calendar years, regardless of year following the calendar year in which taxable year Employee actually delivers the executed release to the CompanySeparation from Service occurs.

Compliance with Section 409A. (a) This It is the Company’s intent that payments and benefits under this Agreement is intendedcomply with Section 409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpretedinterpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to ensure that the payments made by extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Employee shall not be considered to have terminated employment with the Company are exempt from, or comply with, Section 409A. If any provision subsidiary or affiliate thereof for purposes of this Agreement is unless the Employee would be considered to have incurred a Separation from Service from the Company or might any of its subsidiaries or affiliates. Each amount to be inconsistent with the requirements paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing and any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A or any other exemption under Section 409A shall require not be treated as deferred compensation unless applicable law requires otherwise. To the Company extent that any reimbursements or in-kind benefits due to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed Agreement constitute “deferred compensation” under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A such reimbursements and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement in-kind benefits shall be paid no later than December 31st of the year after the year to Employee in which the expense is incurred and shall comply a manner consistent with Treas. Reg. § Section 1.409A-3(i)(1)(iv). . Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Employee’s Separation from Service shall instead be paid on the first business day after the date that is six months following the Employee’s Separation from Service (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar yearsdeath, if earlier). This Agreement may be amended in any respect deemed by the Company shall make the payments that are conditioned upon the release and subject in good faith to be necessary in order to preserve compliance with Section 409A no earlier than January 1st of without imposing any additional interest, taxes or penalties on the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the CompanyEmployee.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, intended to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A409A. Accordingly, such provision all provisions herein shall be deemed construed and interpreted to be amended to the extent necessary to bring it into compliance comply with Section 409A. This Agreement may be amended at any time, without the consent of any party, to avoid the application of Section 409A in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in this the Agreement shall require provide a basis for any person to take action against the Company to satisfy or any of its subsidiaries or affiliate based on matters covered by Section 409A, including the Employee’s obligation to pay (tax treatment of any amount paid or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided Performance Unit Award granted under this Agreement, and neither the Company nor any of its subsidiaries or affiliates shall under any circumstances have any liability to any participant or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under the this Agreement, including without limitationtaxes, any taxes penalties or interest imposed under Section 409A. (b) Any payment 409A. Notwithstanding any provision to the contrary in this Agreement, if shares of Common Stock or other amounts become issuable or distributable under this Agreement by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests reason of the Company are publicly traded Participant’s Separation from Service and Employee the Participant is a “specified employee,” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject at the time of such Separation from Service, the shares of Common Stock shall not be issued or distributed to Section 409A and would be paid within six months after Employee’s separation from service will instead begin the Participant prior to be paid in the earlier of (i) the first day of the seventh (7th) month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st date of the year after Participant’s Separation from Service or (ii) the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st date of the second Participant’s death, if such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2). Upon the expiration of such calendar yearsthe applicable Section 409A(a)(2) deferral period, regardless all shares of which taxable year Employee actually delivers Common Stock underlying the executed release Performance Unit Award issued pursuant to the Company.this Agreement or other amounts

Compliance with Section 409A. (ai) This Agreement is intended, and shall be interpreted, intended to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Code Section 409A409A. Accordingly, all provisions herein shall be construed and interpreted to comply with Code Section 409A and if necessary, any such provision shall be deemed amended to comply with Code Section 409A and the regulations thereunder. Notwithstanding anything in this Agreement to the contrary, payments may only be amended made under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent necessary applicable. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Code Section 409A, the right to bring it into compliance with a series of payments under the Agreement shall be treated as a right to a series of separate payments. (ii) Notwithstanding any provision to the contrary in this Agreement, no payments or benefits to which the Executive becomes entitled under Section 409A. Nothing in 4.6 of this Agreement shall require be made or paid to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s Separation from Service with the Company or (ii) the date of the Executive’s death, if the Executive is deemed, pursuant to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment procedures established by the Company that is subject to in accordance with the standards of Code Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered Treasury Regulations thereunder, to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to term under Code Section 409A at the time of such Separation from Service and would be paid within six months after Employee’s separation from service will instead begin such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments deferred pursuant to this Section 6.2 shall be paid in the seventh month following Employee’s separation from service a lump sum to the extent required by Section 409A. (d) Any taxable reimbursement Executive, and any remaining payments due under this Agreement shall be paid no later than in accordance with the normal payment dates specified for them herein. The specified employees subject to such a delayed commencement date shall be identified on December 31st 31 of each calendar year. If the Executive is so identified on any such December 31, the Executive shall have specified employee status for the twelve (12)-month period beginning on April 1 of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)following calendar year. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision All provisions of this Agreement is or might shall be inconsistent construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under the Internal Revenue Code of 1986 ("Code") Section 409A (“Section 409A”). By way of example, such provision shall be deemed to be amended to and not limitation, it is the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require intent of the Company to satisfy parties that the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this AgreementSeverance Payment, including without limitationeach payment in a series of installment payments, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered intended to be a separate payment under Section 409A. for purposes of Treas. Reg. §1.409A-2(b), and is intended to be either: (ci) If, on the date of a “separation exempt from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid including, but not limited to, by compliance with the short-term deferral exemption as specified in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv1.409A-1(b)(4) and the involuntary separation pay exception within the meaning of Treas. Reg. § 1.409A-1(b)(9)(iii). , or (eii) If in compliance with Section 409A, including, but not limited to, being paid pursuant to a fixed schedule or specified date pursuant to Treas. Reg. §1.409A-3(a) and the period provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, if any payment would be subject to additional taxes and interest under Section 409A because the timing of such payment is not delayed as provided in Code Section 409A(a)(2)(B)(i), and Employee constitutes a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i), then any such payments that Employee would otherwise be entitled to during which Employee has discretion to execute the first six months following Employee's "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i) shall be accumulated and paid on the date that is six months after Employee's separation from service (or revoke if such payment date does not fall on a release straddles two calendar yearsbusiness day of the Company, the Company shall make next following business day of the payments that are conditioned Company), or such earlier date upon the release and which such amount can be paid under Section 409A without being subject to such additional taxes and interest. In no event shall the Company be liable to Employee for any tax, penalty, or interest levied on Employee as a result of the application of Code Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year to any payments or benefits provided to Employee actually delivers the executed release to by the Company.”

Compliance with Section 409A. (a) This It is the intention of both the Company and Employee that the benefits and rights to which Employee could be entitled pursuant to this Agreement is intendedcomply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and shall be interpretedits implementing regulations and guidance (“Section 409A”), to ensure the extent that the payments made by requirements of Section 409A are applicable thereto, and the Company are exempt from, or comply with, Section 409A. If any provision provisions of this Agreement shall be construed in a manner consistent with that intention. If Employee or the Company believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on Employee and on the Company). If and to the extent required to comply with Section 409A, any payment or might benefit required to be inconsistent paid under this Agreement on account of termination of Employee’s employment, service (or any other similar term) shall be made only in connection with a “separation from service” with respect to Employee within the meaning of Section 409A. In the event that Employee is a “specified employee” (as described in Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then to the extent that such payment or benefit is subject to the six-month delay requirement described in Section 409A(2)(b) in order for such payment or benefit to comply with the requirements of Section 409A, then no such provision payment or benefit shall be deemed to be amended to made before the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the date that is six months after Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of (as described in Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c409A) Ifor, on if earlier, the date of a “separation from service,” the equity interests Employee’s death. Any payment or benefit delayed by reason of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement prior sentence shall be paid no later than December 31st of out or provided in a single lump sum at the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second end of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Companyrequired delay period.

Compliance with Section 409A. (a) This Agreement is intendedNotwithstanding anything to the contrary in this offer letter, no severance pay or benefits to be paid or provided to Xxxxxx, if any, pursuant to this offer letter or otherwise that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and shall the final regulations and any guidance promulgated thereunder (“Section 409A”) will be interpreted, to ensure that paid or otherwise provided until Xxxxxx has had a “separation from service” within the payments made by the Company are exempt from, or comply with, meaning of Section 409A. If any provision of this Agreement is or might Similarly, no severance payable to Xxxxxx, if any, that otherwise would be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to exempt from Section 409A and that is contingent on a termination of employment is contingent on pursuant to Treasury Regulation Section 1, 409A-1(b)(9) will be payable until Xxxxxx has had a “separation from service” within the meaning of Section 409A. Each such payment shall be considered and benefit payable under this offer letter is intended to be constitute a separate payment under for purposes of Section 409A. (c1, 409A-2(b)(2) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee Treasury Regulations. If Xxxxxx is a “specified employee” within the meaning of Section 409A at the time of his “separation from service” (within the meaning of Section 409A), any payment then amounts of severance that is “nonqualified considered deferred compensation” subject to compensation within the meaning of Section 409A and that would otherwise be paid payable within the six months after Employee’s (6) month period following his separation from service will instead begin to be paid in a lump sum on the seventh month date six (6) months and one (1) day following Employee’s the date of his separation from service (or the next business day if such date is not a business day). All subsequent such payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the extent required by Section 409A. contrary, if Xxxxxx dies following his separation from service, but prior to the six (d6) Any taxable reimbursement shall month anniversary of his separation from service, then any payments delayed in accordance with this paragraph will be paid no later than December 31st of the year payable in a lump sum as soon as administratively practicable after the year date of his death and all other such payments will be payable in which accordance with the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)payment schedule applicable to each payment or benefit. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of Payments under this Agreement is or might be inconsistent with are intended not to constitute deferred compensation subject to the requirements of Section 409A of the Code (“Section 409A, such provision shall be deemed to be amended ”). If and to the extent necessary to bring it into compliance with Section 409A. Nothing in that the provisions of this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is are subject to Section 409A 409A, all provisions of the Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If the Committee determines that is contingent on a termination any amounts payable hereunder will be taxable to you under Section 409A, the Committee may (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of employment is contingent on the benefits provided by the Agreement and/or (ii) take such other actions as the Committee determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A; provided, that the Committee shall have no liability to you with respect to the tax imposed by Section 409A. Each payment made under the Agreement shall be designated as a “separation from serviceseparate payment” within the meaning of Section 409A. Each such payment 409A, if and to the extent Section 409A is applicable. Notwithstanding anything in this Plan to the contrary, the following special rule shall be considered apply, if and to the extent required by Section 409A, in the event that (i) you are deemed to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i), any payment (ii) amounts are payable on account of “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h) and (iii) you are employed by a public company or a controlled group affiliate thereof: no payments hereunder that is are “nonqualified deferred compensation” subject to Section 409A and would shall be paid within made to you prior to the date that is six (6) months after Employee’s the date of your separation from service or, if earlier, your date of death; following any applicable six (6) month delay, all such delayed payments will instead begin to be paid in a single lump sum on the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)earliest permissible payment date. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. 5.5.1. If the termination giving rise to the payments described in Section 5.1, Section 5.2 or Section 5.3 is not a “Separation from Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (a) This Agreement is intendedor any successor provision), then the amounts otherwise payable pursuant to that section will instead be deferred without interest and shall will not be interpretedpaid until Executive experiences a Separation from Service. In addition, to ensure that 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 Code to payments made by the Company are exempt fromdue to Executive upon or following his Separation from Service, or comply with, Section 409A. If then notwithstanding any other provision of this Agreement is (or might any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s Separation from Service (taking into account the preceding sentence of this paragraph) will be inconsistent with deferred without interest and paid to Executive in a lump sum immediately following that six-month period. This paragraph should not be construed to prevent the requirements application of Section 409ATreas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), such provision shall each payment in a series of payments will be deemed a separate payment. 5.5.2. Notwithstanding anything in this Agreement to be amended the contrary, to the extent necessary an expense, reimbursement or in-kind benefit provided to bring it into compliance with Section 409A. Nothing in Executive pursuant to this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on otherwise constitutes a “separation from servicedeferral of compensation” within the meaning of Section 409A. Each such payment 409A of the Code (a) 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, (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be considered to be a separate payment under Section 409A. (c) If, made on or before the date of a “separation from service,” the equity interests last day of the Company are publicly traded and Employee is a “specified employee” within calendar year following the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st of the year after the calendar year in which the applicable expense is incurred incurred, and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)(c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Agreement In the event any amount becomes payable hereunder that is intendeddeferred compensation for purposes of Section 409A of the Internal Revenue Code, and shall be interpreted, to ensure that is not a short term deferral for such purpose and is not otherwise exempt from the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements application of Section 409A, (a "409A Payment") such provision 409A Payment shall be deemed subject to the rules in this Section 12, Without limiting the foregoing, the following payments shall be presumed to be 409A Payments unless regulations or other legal authority issued subsequent to the Effective Date provide an exemption: (1) any reimbursement of COBRA premiums; and (2) payment of severance pursuant to Section 5(a)(i)(B) hereof. (a) Any 409A Payment that is deferred or payable pursuant to a plan maintained by Regions or the Company (other than this Agreement), or pursuant to an election by the Executive, shall be payable at the time and in the method specified in such plan or election; provided however that if such plan or election fails to comply with Section 409A and has not been amended to the extent necessary to bring it into compliance comply with Section 409A. Nothing in 409A, then the following provisions of this Agreement Section 12 shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A.control. (b) Any 409A payment by not described in subsection (a) shall be paid at the Company time otherwise specified in this Agreement, except that any payment that is subject payable following the Date of Termination or by reference to the Date of Termination (other than termination due to death), shall be payable no earlier than the 409A Date. If the Executive is a "specified employee" under Section 409A and (with an identification date of December 31) on the date such 409A Payment would otherwise be made, the 409A Date with respect to such payment is the date that is contingent on a termination of employment is contingent on a “6 months after the Executive's separation from service” within the meaning service for purposes of Section 409A. Each If the Executive is not a specified employee, then the 409A Date with respect to such payment shall be considered the date of the Executive's separation from service. Any payment to be made on the 409A Date in accordance with this subsection (b) may be made within 60 days of such date, if such date is the date of separation from service, and within 30 days of such date, if such date is six months after separation from service. Any payment which would, under the applicable plan of deferred compensation, be a separate short term deferral, but which fails to qualify as a short term deferral due to the accelerated vesting provisions of subsection 5(a) hereof or subsection 5(c) hereof, and which consequently would fail to comply with Section 409A if paid in accordance with the applicable plan, shall be considered a 409A payment under Section 409A.that is not described in subsection (a) above, and shall be paid in accordance with this subsection (b). (c) If, on the date of a “separation from service,” the equity interests If any extension of the Company are publicly traded and Employee is a “specified employee” within period of time to exercise an option would subject the meaning of Executive to taxes or penalties for failure to comply with Section 409A, any payment such extension shall not be made and the parties shall negotiate in good faith to provide the Executive with a benefit of equivalent economic effect (or as close as possible thereto) that either complies with or is “nonqualified deferred compensation” subject excepted from Section 409A, provided that such benefit shall not have a greater cost to the Company or Regions than the extension. The determination as to whether an extension would fail to comply with Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid made collaboratively by the parties, and no later than December 31st party shall have any liability to another party for failure to determine correctly the effect of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Companyon any transaction.

Compliance with Section 409A. (a) This Agreement is intended25.1 The Parties intend that any amounts payable under this Agreement, and shall the Company’s and the Executive’s exercise of authority or discretion hereunder, be interpretedexempt from or comply, as applicable, with the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) so as not to subject the Executive to the payment of the additional tax, interest or penalty which may be imposed under Section 409A. In furtherance thereof, to ensure the extent that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is would result in the Executive being subject to payment of additional tax, interest or might be inconsistent with the requirements of penalty under Section 409A, such provision shall be deemed the Parties agree to be amended to the extent necessary 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 it this Agreement into compliance with Section 409A. Nothing in 409A, without materially changing the economic value of the arrangements under this Agreement shall require to any Party, and thereafter the Company to satisfy Parties will interpret its provisions in a manner that complies with Section 409A. Notwithstanding the Employee’s obligation to pay (or require foregoing, no particular tax result for the Company to indemnify the Employee Executive with respect to) required taxes on to any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment income recognized by the Company that Executive in connection with this Agreement is subject guaranteed. 25.2 Notwithstanding any provisions of this Agreement to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) Ifcontrary, on if the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee Executive 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 Executive’s “Separation From Service” (within the meaning of Section 409A, ) and if any payment that is “nonqualified portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation” subject to compensation under Section 409A and would cannot be paid within six months after Employeeor provided to the Executive without the Executive incurring taxes, interest or penalties under Section 409A, amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following the Executive’s separation from service Separation From Service will instead begin to be paid in or made available on the earlier of (i) the first business day of the seventh month following Employeethe date of Executive’s separation from service Separation From Service or (ii) the Executive’s death. 25.3 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 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 Section 409A. (d) Any taxable reimbursement shall be paid the Executive no later than December 31st of the year after following the year in which the expense is incurred and shall comply with TreasExecutive incurs the related expenses. Reg. § 1.409A-3(i)(1)(iv)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. (e) If 25.4 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. 25.5 A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the period during which Employee has discretion to execute payment of any amounts or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and benefits subject to Section 409A no earlier than January 1st upon or following a termination of the second of employment unless such calendar yearstermination is also a Separation From Service, regardless of which taxable year Employee actually delivers the executed release and notwithstanding anything contained herein to the Companycontrary, the date on which such Separation From Service takes place will be the termination date.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure To the extent that the payments made by provisions of Section 409A of the Company Code or any Treasury regulations promulgated thereunder are exempt fromapplicable to any amounts payable hereunder, or comply with, Section 409A. If any provision of the parties intend that this Agreement is or might be inconsistent with will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Executive is liable for the payment of any tax, penalty or interest pursuant to Section 409A409A of the Code, such or any successor or like provision shall be deemed (the "409A Tax"), with respect to any payments or property transfers received or to be amended received under this Agreement or otherwise, the Company will pay the Executive an amount (the "Special Reimbursement") which, after payment to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay Executive (or require on the Company to indemnify the Employee with respect toExecutive's behalf) required taxes on of any amounts or benefits provided under this Agreementfederal, including state and local taxes, including, without limitation, any taxes imposed further tax, penalty or interest under Section 409A. (b) 409A of the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment by due to the Executive under this Section will be made to the Executive, or on behalf of the Executive, as soon as practicable after the determination of the amount of such payment, but no sooner than the date on which the Company that is subject required to withhold such amount or the Executive is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within will be made to the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) IfExecutive, or on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409AExecutive's behalf, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st the end of the year after following the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute Executive or revoke a release straddles two calendar years, the Company shall make paid the payments related taxes, interest or penalties. The Executive will cooperate with the Company in taking such actions as the Company may reasonably request to assure that are conditioned upon this Agreement will meet the release and subject to requirements of Section 409A no earlier than January 1st of the second Code and any regulations promulgated thereunder and to limit the amount of such calendar years, regardless of which taxable year Employee actually delivers the executed release any additional payments required by this Section 9(g) to be made to the CompanyExecutive.

Compliance with Section 409A. (a) This Agreement is intended25.1 The Parties intend that any amounts payable under this Agreement, and shall the Company’s and the Executive’s exercise of authority or discretion hereunder, be interpretedexempt from or comply, as applicable, with the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) so as not to subject the Executive to the payment of the additional tax, interest or penalty which may be imposed under Section 409A. In furtherance thereof, to ensure the extent that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is would result in the Executive being subject to payment of additional tax, interest or might be inconsistent with the requirements of penalty under Section 409A, such provision shall be deemed the Parties agree to be amended to the extent necessary 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 it this Agreement into compliance with Section 409A. Nothing in 409A, without materially changing the economic value of the arrangements under this Agreement shall require to any Party, and thereafter the Company to satisfy Parties will interpret its provisions in a manner that complies with Section 409A. Notwithstanding the Employee’s obligation to pay (or require foregoing, no particular tax result for the Company to indemnify the Employee Executive with respect to) required taxes on to any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment income recognized by the Company that Executive in connection with this Agreement is subject guaranteed. 25.2 Notwithstanding any provisions of this Agreement to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) Ifcontrary, on if the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee Executive 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 Executive’s “Separation From Service” (within the meaning of Section 409A, ) and if any payment that is “nonqualified portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation” subject to compensation under Section 409A and would cannot be paid within six months after Employeeor provided to the Executive without the Executive incurring taxes, interest or penalties under Section 409A, amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following the Executive’s separation from service Separation From Service will instead begin to be paid in or made available on the earlier of (i) the first business day of the seventh month following Employeethe date of Executive’s separation from service Separation From Service or (ii) the Executive’s death. EXECUTION COPY 25.3 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 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 Section 409A. (d) Any taxable reimbursement shall be paid the Executive no later than December 31st of the year after following the year in which the expense is incurred and shall comply with TreasExecutive incurs the related expenses. Reg. § 1.409A-3(i)(1)(iv)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. (e) If 25.4 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. 25.5 A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the period during which Employee has discretion to execute payment of any amounts or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and benefits subject to Section 409A no earlier than January 1st upon or following a termination of the second of employment unless such calendar yearstermination is also a Separation From Service, regardless of which taxable year Employee actually delivers the executed release and notwithstanding anything contained herein to the Companycontrary, the date on which such Separation From Service takes place will be the termination date.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure To the extent that the payments made by provisions of Section 409A of the Company Code or any Treasury regulations promulgated thereunder are exempt fromapplicable to any amounts payable hereunder, or comply with, Section 409A. If any provision of the parties intend that this Agreement is or might be inconsistent with will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Executive is liable for the payment of any tax, penalty or interest pursuant to Section 409A409A of the Code, such or any successor or like provision shall be deemed (the “409A Tax”), with respect to any payments or property transfers received or to be amended received under this Agreement or otherwise (including, without limitation, with respect to any LINTA Equity Awards), the Company will pay the Executive an amount (the “Special Reimbursement”) which, after payment to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay Executive (or require on the Company to indemnify the Employee with respect toExecutive's behalf) required taxes on of any amounts or benefits provided under this Agreementfederal, including state and local taxes, including, without limitation, any taxes imposed further tax, penalty or interest under Section 409A. (b) 409A of the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment by due to the Executive under this Section will be made to the Executive, or on behalf of the Executive, as soon as practicable after the determination of the amount of such payment, but no sooner than the date on which the Company that is subject required to withhold such amount or the Executive is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within will be made to the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) IfExecutive, or on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409AExecutive's behalf, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st the end of the year after following the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute Executive or revoke a release straddles two calendar years, the Company shall make paid the payments related taxes, interest or penalties. The Executive will cooperate with the Company in taking such actions as the Company may reasonably request to assure that are conditioned upon this Agreement will meet the release and subject to requirements of Section 409A no earlier than January 1st of the second Code and any regulations promulgated thereunder and to limit the amount of such calendar years, regardless of which taxable year Employee actually delivers the executed release any additional payments required by this Section 10(g) to be made to the CompanyExecutive.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure To the extent that the payments made by provisions of Section 409A of the Company Code or any Treasury regulations promulgated thereunder are exempt fromapplicable to any amounts payable hereunder, or comply with, Section 409A. If any provision of the parties intend that this Agreement is or might be inconsistent with will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Executive is liable for the payment of any tax, penalty or interest pursuant to Section 409A409A of the Code, such or any successor or like provision shall be deemed (the “409A Tax”), with respect to any payments or property transfers received or to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided received under this Agreement, including the Assigned Executive Employment Agreement or otherwise, the Company will pay the Executive an amount (the “Special Reimbursement”) which, after payment to the Executive (or on the Executive's behalf) of any federal, state and local taxes, including, without limitation, any taxes imposed further tax, penalty or interest under Section 409A. (b) 409A of the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment by due to the Executive under this Section will be made to the Executive, or on behalf of the Executive, as soon as practicable after the determination of the amount of such payment, but no sooner than the date on which the Company that is subject required to withhold such amount or the Executive is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within will be made to the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) IfExecutive, or on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409AExecutive's behalf, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st the end of the year after following the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute Executive or revoke a release straddles two calendar years, the Company shall make paid the payments related taxes, interest or penalties. The Executive will cooperate with the Company in taking such actions as the Company may reasonably request to assure that are conditioned upon this Agreement will meet the release and subject to requirements of Section 409A no earlier than January 1st of the second Code and any regulations promulgated thereunder and to limit the amount of such calendar years, regardless of which taxable year Employee actually delivers the executed release any additional payments required by this Section 10(g) to be made to the CompanyExecutive.

Compliance with Section 409A. (ai) This It is intended that this Agreement is intendedshall conform with all applicable Section 409A requirements to the extent Section 409A applies to any provisions of the Agreement. Accordingly, in interpreting, construing or applying any provisions of the Agreement, the same shall be construed in such manner as shall meet and comply with Section 409A, and in the event of any inconsistency with Section 409A, the same shall be interpreted, reformed so as to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with meet the requirements of Section 409A. For purposes of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in each payment made under this Agreement shall require be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall Executive, directly or indirectly, designate the calendar year of payment. Executive acknowledges that the Company to satisfy has not made, and does not make, any representation or warranty regarding the Employee’s obligation to pay treatment of this Agreement or the benefits payable under this Agreement under federal, state or local income tax laws, including, but not limited to, Section 409A or compliance with the requirements thereof. (or require ii) To the Company to indemnify extent Executive is a "specified employee" as defined in Section 409A, notwithstanding the Employee with respect to) required taxes on timing of payment provided in any amounts or benefits provided under other Section of this Agreement, including without limitationno payment, any taxes imposed distribution or benefit under Section 409A. this Agreement that constitutes a distribution of deferred compensation (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) If, on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s ) upon separation from service (within the meaning of Section 409A), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service, will be made during such six-month period, and any such payment, distribution or benefit will instead begin to be paid in paid, distributed or settled on the seventh first business day after such six-month period; provided, however, that if Executive dies following Employee’s separation from service the Termination Date and prior to the extent required by payment, distribution, settlement or provision of any payments, distributions or benefits delayed on account of Section 409A. (d) Any taxable reimbursement 409A, then such payments, distributions or benefits shall be paid no later than December 31st or provided to the personal representative of the year Executive's estate within 30 days after the year in which date of Executive's death. In addition, if Executive is a "specified employee," on the expense date that payment is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion made to execute Executive or revoke a release straddles two calendar yearshis estate, the Company shall will also make an interest payment (at the payments that are conditioned upon average rate at which the release and subject to Section 409A no earlier than January 1st of Company then borrows funds) for the second of such calendar years, regardless of which taxable year Employee actually delivers period from the executed release Termination Date to the Companydate of payment.

Compliance with Section 409A. (ai) This It is intended that this Agreement is intendedshall conform with all applicable Section 409A requirements to the extent Section 409A applies to any provisions of the Agreement. Accordingly, in interpreting, construing or applying any provisions of the Agreement, the same shall be construed in such manner as shall meet and comply with Section 409A, and in the event of any inconsistency with Section 409A, the same shall be interpreted, reformed so as to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with meet the requirements of Section 409A. For purposes of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in each payment made under this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment shall be considered to be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall Executive, directly or indirectly, designate the calendar year of payment. Executive acknowledges that the Company has not made, and does not make, any representation or warranty regarding the treatment of this Agreement or the benefits payable under this Agreement under federal, state or local income tax laws, including, but not limited to, Section 409A.409A or compliance with the requirements thereof. (cii) If, on To the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee extent Executive is a “specified employee” as defined in Section 409A, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s ) upon separation from service (within the meaning of Section 409A), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service, will be made during such six-month period, and any such payment, distribution or benefit will instead begin to be paid in paid, distributed or settled on the seventh first Business Day after such six-month period; provided, however, that if Executive dies following Employee’s separation from service the Termination Date and prior to the extent required by payment, distribution, settlement or provision of any payments, distributions or benefits delayed on account of Section 409A. (d) Any taxable reimbursement 409A, then such payments, distributions or benefits shall be paid no later than December 31st or provided to the personal representative of the year Executive’s estate within 30 days after the year in which date of Executive’s death. In addition, if Executive is a “specified employee,” on the expense date that payment is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion made to execute Executive or revoke a release straddles two calendar yearshis estate, the Company shall will also make an interest payment (at the payments that are conditioned upon average rate at which the release and subject to Section 409A no earlier than January 1st of Company then borrows funds) for the second of such calendar years, regardless of which taxable year Employee actually delivers period from the executed release Termination Date to the Companydate of payment.

Compliance with Section 409A. This Section 17 shall apply to any “amounts deferred” under this Agreement in taxable years beginning after December 31, 2004 (awithin the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). By way of example, this Section 17 will apply to the portion of earnings attributable to post-2004 services that exceeds a reasonable rate of interest as defined under Section 409A of the Code. Any “amounts deferred” in taxable years beginning before January 1, 2005 under the Agreement (within the meaning of Section 409A of the Code) This shall be governed by the terms of the Agreement is intendedas in effect on October 3, 2004, and it is intended that such amounts be exempt from the application of Section 409A of the Code. Nothing contained herein is intended to materially enhance a benefit or right existing under the Agreement as of October 3, 2004 or add a new material benefit or right to such Agreement. a. The benefits payable under Section 2.b. and Section 3.b. shall commence on the first to occur of (i) January of the year following Xxxxxx’ “separation from service” with Duke Energy Corporation and its affiliates (the “Company”) within the meaning of Section 409A of the Code, or such later date as provided in Section 17(c), or (ii) January, 2010. b. Reference to a “fifteen (15)-year certain period” means that the annual benefit shall be interpretedpaid on the designated payment commencement date and on each anniversary thereof through the end of the 14th anniversary of the payment date. c. If Xxxxxx is a “specified employee” on his “separation from service”, to ensure that as determined under the payments made by the Company are exempt fromCompany’s policy for identifying specified employees, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended then to the extent necessary required in order to bring it into compliance comply with Section 409A. Nothing in 409A of the Code, any amount payable under this Agreement shall require that constitutes a “deferral of compensation” within the Company to satisfy meaning of Section 409A of the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this AgreementCode, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on provided as a termination result of employment is contingent on a “separation from service” within the meaning of Section 409A. Each 409A of the Code and that would otherwise be paid or provided during the first six months following such payment separation from service shall instead be considered to be a separate payment accumulated through and paid, together with interest at the applicable federal rate under Section 409A. (c7872(f)(2)(A) Ifof the Code in effect on the separation from service, on within 30 days after the first business day that is more than six months after the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s his separation from service will instead begin to be paid in the seventh (or, if Xxxxxx dies during such six-month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st of the year period, within 30 days after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(ivhis death). (e) If d. It is intended that this Amendment comply with the period during which Employee has discretion to execute or revoke requirements of Section 409A of the Code. This Amendment shall be construed, administered, and governed in a release straddles two calendar yearsmanner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent. Xxxxxx consents to any revision to this Amendment as the Company may reasonably make in furtherance of such intention, and the payments that are conditioned upon Company shall promptly provide, or make available to, Xxxxxx a copy of such revision. Although the release Company shall use its best efforts to avoid the imposition of taxation, interest and subject to penalties under Section 409A no earlier than January 1st of the second Code, the tax treatment of such calendar years, regardless of which taxable year Employee actually delivers the executed release to benefits provided under this Amendment is not warranted or guaranteed. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Xxxxxx or other taxpayer as a result of the Amendment.” 2. Except as explicitly set forth herein, the Agreement will remain in full force and effect.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure To the extent that the payments made by provisions of Section 409A of the Company Code or any Treasury regulations promulgated thereunder are exempt fromapplicable to any amounts payable hereunder, or comply with, Section 409A. If any provision of the parties intend that this Agreement is or might be inconsistent with will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Executive is liable for the payment of any tax, penalty or interest pursuant to Section 409A409A of the Code, such or any successor or like provision shall be deemed (the “409A Tax”), with respect to any payments or property transfers received or to be amended received under this Agreement or otherwise, the Company will pay the Executive an amount (the “Special Reimbursement”) which, after payment to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay Executive (or require on the Company to indemnify the Employee with respect toExecutive’s behalf) required taxes on of any amounts or benefits provided under this Agreementfederal, including state and local taxes, including, without limitation, any taxes imposed further tax, penalty or interest under Section 409A. (b) 409A of the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment by due to the Executive under this Section will be made to the Executive, or on behalf of the Executive, as soon as practicable after the determination of the amount of such payment, but no sooner than the date on which the Company that is subject required to withhold such amount or the Executive is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within will be made to the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) IfExecutive, or on the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee is a “specified employee” within the meaning of Section 409AExecutive’s behalf, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st the end of the year after following the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute Executive or revoke a release straddles two calendar years, the Company shall make paid the payments related taxes, interest or penalties. The Executive will cooperate with the Company in taking such actions as the Company may reasonably request to assure that are conditioned upon this Agreement will meet the release and subject to Section 409A no earlier than January 1st requirements of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.23

Compliance with Section 409A. (aA) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing Notwithstanding anything contained in this Agreement shall require to the Company to satisfy contrary, if Executive is a “specified employee,” as determined under the EmployeeCorporation’s obligation to pay (policy for determining specified employees on the Date of Termination, all payments, benefits or require the Company to indemnify the Employee with respect to) required taxes on any amounts reimbursements paid or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by Agreement that constitute a “deferral of compensation” within the Company that is subject to meaning of Section 409A and of the Code, that is contingent on are provided as a termination result of employment is contingent on a “separation from service” within the meaning of Section 409A. Each 409A and that would otherwise be paid or provided during the first six months following such payment Date of Termination shall be considered to be a separate payment accumulated 4887-3233-5181.4 through and paid or provided (together with interest at the applicable Federal short-term rate, compounded semi-annually, in effect under Section 409A.1274(d) of the Code as of the Date of Termination) within 30 calendar days after the first business day following the six month anniversary of such Date of Termination (or, if Executive dies during such six-month period, within 10 calendar days after Executive’s death). (cB) If, on It is intended that the date payments and benefits provided under this Agreement either shall be exempt from the application of a “separation from service,” or shall comply with the equity interests requirements of the Company are publicly traded and Employee is a “specified employee” within the meaning Section 409A. For purposes of Section 409A, each payment hereunder shall be considered a separate payment. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Corporation shall not take any payment action that is “nonqualified deferred compensation” subject to would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Executive. Although the Corporation shall use its best efforts to avoid the imposition of taxation, interest and would be paid within six months after Employee’s separation from service will instead begin to be paid in penalties under Section 409A, the seventh month following Employee’s separation from service to tax treatment of the extent required by Section 409A. (d) Any taxable reimbursement benefits provided under this Agreement is not warranted or guaranteed. Neither the Corporation, its Affiliates nor any of their respective directors, officers, employees or advisors shall be paid no later than December 31st held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or any other taxpayer as a result of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv)Agreement. (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the Company.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure that the payments made by the Company are exempt from, or comply with, Section 409A. If Notwithstanding any provision of the Plan or this Agreement to the contrary, where applicable, it is or might intended that the provisions of the Plan and this Agreement comply with Section 409A, and all provisions of the Plan shall be inconsistent construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Each US Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such US Participant in connection with the Plan or any other Plan maintained by the Corporation or an Affiliated Entity (including any taxes and penalties under Section 409A), and neither the Corporation nor any Affiliated Entity shall have any obligation to indemnify or otherwise hold such US Participant (or any beneficiary) harmless from any or all of such taxes or penalties. In addition, should any provision of the Plan or this Agreement be subject to Section 409A, such provision the Date Employment Ceases and the Date of Retirement shall be deemed determined to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of employment is contingent on mean a “separation from service” within as defined in Section 409A whenever necessary to ensure compliance therewith for any payment or settlement of a benefit conferred under the meaning of Plan or this Agreement that is subject to Section 409A. Each 409A, and, for such payment purposes, shall be considered determined based upon a reduction in the bona fide level of services performed to be a separate payment under Section 409A. level equal to twenty percent (c20%) If, on or less of the date average level of services performed by the Participant during the immediately preceding 36-month period. Any distribution or settlement of a “benefit conferred under the Plan or this Agreement following the Date Employment Ceases or the Date of Retirement that would be subject to Section 409A as a distribution following a separation from service,” the equity interests service of the Company are publicly traded and Employee is a “specified employee” within the meaning of as defined under Section 409A, any payment that is “nonqualified deferred compensation” subject to Section 409A and would be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service to the extent required by Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A occur no earlier than January 1st the expiration of the second six-month period following such Date Employment Ceases or Date of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the CompanyRetirement.

Compliance with Section 409A. (a) This Agreement is intended, and shall be interpreted, to ensure Certain payments hereunder that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of become payable under this Agreement is or might be inconsistent with the requirements on account of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits provided under this Agreement, including without limitation, any taxes imposed under Section 409A. (b) Any payment by the Company that is subject to Section 409A and that is contingent on a termination of the Chairman’s employment is contingent on a are considered “separation from servicedeferred compensation” within the meaning of Code Section 409A and related Treasury Regulations promulgated thereunder and other government guidance issued with respect thereto (“Section 409A”) and are therefore subject to the rules under Section 409A. Each such payment As a result, and to the extent applicable, the terms of this Agreement, as it may be amended from time to time, shall be considered interpreted and administered in accordance with Section 409A and VCGH shall, in good faith, take such reasonable actions as may be necessary to be a separate payment under cause this Agreement to comply with the applicable requirements of Section 409A. (c) If409A. Specifically, on if the date of a “separation from service,” the equity interests of the Company are publicly traded and Employee Chairman is a “specified employee” within the meaning of Code Section 409A(2)(B)(i) and the 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 Chairman’s total compensation earned in the calendar year before the calendar year in which his Date of Termination occurs or (b) the maximum annual compensation limit under Code Section 401(a)(17) (as in effect in the year containing the Date of Termination), and that does not otherwise satisfy an exception to the application of Section 409A, any then, 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 Chairman shall be made as follows: (i) a lump sum payment equal to the total amount that would have been paid in the first six (6) months following the Chairman’s Date of Termination will be paid as soon as administratively practicable following the date that is “nonqualified six (6) months after the date of the Chairman’s termination of employment or, if earlier, the date of the Chairman’s death and (ii) any remaining payments shall be paid in accordance with the otherwise applicable terms of this Agreement. Notwithstanding anything herein to the contrary, if the Board determines that the Chairman would be subject to the immediate and additional taxes imposed on certain deferred compensation” subject compensation arrangements pursuant to Section 409A and would as a result of any provision of this Agreement, such provision shall be paid within six months after Employee’s separation from service will instead begin to be paid in the seventh month following Employee’s separation from service deemed amended to the minimum extent required necessary to avoid application of such taxes. The Board shall determine the nature and scope of such amendment. No consent by Section 409A. (d) Any taxable reimbursement the Chairman to such amendment shall be paid no later than December 31st required; provided, however, that the Board shall promptly communicate to the Chairman 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 year after provisions of this Section 14, which shall be done only in a manner that is reasonably acceptable to the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to Section 409A no earlier than January 1st senior executives of the second Company; provided, however, that none of such calendar yearsVCGH, regardless any subsidiary or any of which taxable year Employee actually delivers the executed release its employees or representatives shall have any liability to the CompanyChairman with respect thereto.

Compliance with Section 409A. (a1) This Agreement is intended, The Company and shall be interpreted, to ensure Employee intend that the payments made by the Company are exempt from, or comply with, Section 409A. If any provision of this Agreement is or might be inconsistent with the requirements of Section 409A, such provision shall be deemed to be amended to the extent necessary to bring it into compliance with Section 409A. Nothing in this Agreement shall require the Company to satisfy the Employee’s obligation to pay (or require the Company to indemnify the Employee with respect to) required taxes on any amounts or benefits payable or provided under this AgreementAgreement comply with the provisions of Section 409A of the Internal Revenue Code and the treasury regulations relating thereto so as not to subject Employee to the payment of the tax, including without limitation, interest and any taxes tax penalty which may be imposed under Code Section 409A. (b) Any 409A. The provisions of this Agreement shall be interpreted in a manner consistent with such intent. In furtherance thereof, to the extent that any provision hereof would otherwise result in Employee being subject to payment by of tax, interest and tax penalty under Code Section 409A, the Company and Employee agree to amend this Agreement in a manner that is subject to brings this Agreement into compliance with Code Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within preserves to the meaning of Section 409A. Each such payment shall be considered to be a separate payment under Section 409A. (c) If, on maximum extent possible the date of a “separation from service,” the equity interests economic value of the Company are publicly traded and relevant payment or benefit under this Agreement to Employee. 2) If Employee is a “specified employee” within the meaning of Treasury Regulation Section 409A1.409A-1(i) as of the date of the Employee’s separation from service (within the meaning of Treas. Reg. Section 1.409A-1(h)), then any payment that is “nonqualified or benefit pursuant to this Employment Agreement on account of Employee’s separation from service, to the extent such payment constitutes non-qualified deferred compensation” compensation subject to Section 409A and would is required to be paid within delayed pursuant to Section 409A(a)(2)(B)(i) of the Code (after taking into account any exclusions applicable to such payment under Section 409A), shall not be made until the first business day after (i) the expiration of six (6) months after from the date of Employee’s separation from service service, or (ii) if earlier, the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Employment Agreement (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), will instead begin be paid or reimbursed to Employee in a lump sum and any remaining payments and benefits due under this Employment Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. 3) Employee acknowledges that (i) the provisions of this Article VIII, Paragraph H may result in a delay in the time which payments would otherwise be made pursuant to this Agreement and (ii) the Company is authorized to amend this Agreement, to void or amend any election made by Employee under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be paid in the seventh month following Employee’s separation from service necessary or appropriate to the extent required by comply with Section 409A. (d) Any taxable reimbursement shall be paid no later than December 31st 409A of the year after Code (including any transition or grandfather rules thereunder) without prior notice to or consent of Employee. Employee hereby releases and holds harmless the year in which Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by Employee as a result of the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). (e) If the period during which Employee has discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release and subject to application of Section 409A no earlier than January 1st of the second of such calendar years, regardless of which taxable year Employee actually delivers the executed release to the CompanyCode.