Common use of Deferred Compensation Matters Clause in Contracts

Deferred Compensation Matters. (a) It is the intent of the Company and Executive that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code §409A”), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with or exempt from Code §409A. Executive agrees and acknowledges that the Company and its respective Subsidiaries make no representations with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder. (b) A termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code §409A, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code §409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code §409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Code §409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code §409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of Code §409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code §409A.

Deferred Compensation Matters. (a) It is the The intent of the Company and Executive parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, collectively “Code §Section 409A”)) and, and accordingly, to the maximum extent permitted, this permitted the Employment Agreement shall be interpreted to be in compliance with therewith or exempt from Code §409A. Executive agrees and acknowledges that therefrom. In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code §409ASection 409A and, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, ,” “termination of employment” or similar like terms shall mean “separation from service.” Notwithstanding anything ” (c) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of the Employee’s separation from service in accordance with the Company’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made in no even less frequently than monthly. Notwithstanding the foregoing, with respect to any payments that are intended to fall under the short-term deferral exemption from Code Section 409A, unless this AgreementAgreement provides a specified and objectively determinable payment schedule to the contrary, all payments due thereunder shall be made as soon as practicable after the right to payment vests and in all events by March 15 of the calendar year following the calendar year in which the right to payment vests. For purposes of this section, a right to payment will be treated as having vested when it is no longer subject to a substantial risk of forfeiture as determined by the Company in its sole discretion. (d) Notwithstanding any other payment schedule provided herein to the contrary, if Executive Employee is deemed identified on the date of termination to be his separation from service a “specified employee” within the meaning of that term under Code §Section 409A(a)(2)(B) (which generally means a key employee of a corporation any stock of which is publicly traded on an established securities market or otherwise), then then, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code §Section 409A and payable on account of a “separation from service,” (i) such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such Employee’s “separation from service” of Executive, and (B) the date of Employee’s death (the Executive’s death, “Delay Period”) to the extent required under Code Section 409A. 409A and (ii) at the end of such six (6)-month period, the Company shall make an additional payment to Employee equal to the amount interest accruing at the then-current short-term applicable federal rate published by the Internal Revenue Service on the value of any such payment or benefit, accruing from the date on which it would have otherwise been paid or provided. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive Employee in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereintherein. (ce) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute “non-qualified nonqualified deferred compensation” for purposes of subject to Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement hereunder shall be made paid on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by ExecutiveEmployee, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) Employee’s right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. (df) For purposes of Code §Section 409A, ExecutiveEmployee’s right to receive any installment payment pursuant to this the Employment Agreement shall be treated as a right to receive a series of separate and distinct payments. . (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company’s sole discretion. . (h) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified nonqualified deferred compensation” for purposes of compensation subject to Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to Employee unless otherwise permitted by Code §Section 409A.

Deferred Compensation Matters. (a) It is the The intent of the Company and Executive parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, collectively “Code §Section 409A”)) and, and accordingly, to the maximum extent permitted, this permitted the Employment Agreement shall be interpreted to be in compliance with therewith or exempt from Code §409A. Executive agrees and acknowledges that therefrom. In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code §409ASection 409A and, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, ,” “termination of employment” or similar like terms shall mean “separation from service.” Notwithstanding anything ” (c) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of the Employee's separation from service in accordance with the Company's payroll practices (or other similar term), the payments of such base salary or other compensation shall be made in no even less frequently than monthly. Notwithstanding the foregoing, with respect to any payments that are intended to fall under the short‑term deferral exemption from Code Section 409A, unless this AgreementAgreement provides a specified and objectively determinable payment schedule to the contrary, all payments due thereunder shall be made as soon as practicable after the right to payment vests and in all events by March 15 of the calendar year following the calendar year in which the right to payment vests. For purposes of this section, a right to payment will be treated as having vested when it is no longer subject to a substantial risk of forfeiture as determined by the Company in its sole discretion. (d) Notwithstanding any other payment schedule provided herein to the contrary, if Executive Employee is deemed identified on the date of termination to be his separation from service a “specified employee” within the meaning of that term under Code §Section 409A(a)(2)(B) (which generally means a key employee of a corporation any stock of which is publicly traded on an established securities market or otherwise), then then, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code §Section 409A and payable on account of a “separation from service,” (i) such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month 6)‑month period measured from the date of such Employee's “separation from service” of Executive, and (B) the date of Employee's death (the Executive’s death, “Delay Period”) to the extent required under Code Section 409A. 409A and (ii) at the end of such six (6)-month period, the Company shall make an additional payment to Employee equal to the amount interest accruing at the then-current short-term applicable federal rate published by the Internal Revenue Service on the value of any such payment or benefit, accruing from the date on which it would have otherwise been paid or provided. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive Employee in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereintherein. (ce) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute “non-qualified nonqualified deferred compensation” for purposes of subject to Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement hereunder shall be made paid on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by ExecutiveEmployee, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) Employee's right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. (df) For purposes of Code §Section 409A, Executive’s Employee's right to receive any installment payment pursuant to this the Employment Agreement shall be treated as a right to receive a series of separate and distinct payments. . (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company’s sole discretion. . (h) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified nonqualified deferred compensation” for purposes of compensation subject to Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to Employee unless otherwise permitted by Code §Section 409A.

Deferred Compensation Matters. (a) It is the intent of the Company and Executive that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code §Section 409A”), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with or exempt from Code §Section 409A. Executive agrees and acknowledges that In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or for any damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code §Section 409A, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” ” (c) Notwithstanding anything any other payment schedule provided herein to the contrary in this Agreementcontrary, if the Executive is deemed on the date of termination of the Employment Period to be a “specified employee” within the meaning of that term under Code §409A(a)(2)(B)Section 409A, then with each of the following shall apply: (i) With regard to any payment or the provision of any benefit that is considered “non-qualified deferred compensation compensation” under Code §Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of the Executive’s death, death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) 6 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified for them herein; and (ii) To the extent that any benefits to be provided during the Delay Period are considered “non-qualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement. (cd) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of the General Release, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the termination of the Employment Period. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent any such cash payments or continuing benefits to be provided are not “non-qualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement applied as though such payments commenced immediately upon the termination of the Employment Period, and any payments made after the Release Effective Date shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period. (ii) To the extent any such cash payments or continuing benefits to be provided are “non-qualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following the termination of the Employment Period. The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the termination of the Employment Period, and any payments made after the first such payment shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period. The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this Section 6 during the period of such delay; provided that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 6, the Company may reimburse Executive for the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, in each case had such benefits commenced immediately upon the termination of the Employment Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified in this Agreement. (e) To the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (df) For purposes of Code §Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code §Section 409A.

Deferred Compensation Matters. (a) It is the The intent of the Company and Executive parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, collectively “Code §Section 409A”)) and, and accordingly, to the maximum extent permitted, this permitted the Employment Agreement shall be interpreted to be in compliance with therewith or exempt from Code §409A. Executive agrees and acknowledges that therefrom. In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code §409ASection 409A and, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, ,” “termination of employment” or similar like terms shall mean “separation from service.” ” (c) To the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of the Executive’s separation from service in accordance with the Company’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made in no event less frequently than monthly. Notwithstanding anything the foregoing, with respect to any payments that are intended to fall under the short-term deferral exemption from Code Section 409A, unless this Agreement provides a specified and objectively determinable payment schedule to the contrary contrary, all payments due thereunder shall be made as soon as practicable after the right to payment vests and in all events by March 15 of the calendar year following the calendar year in which the right to payment vests. For purposes of this Agreementsection, a right to payment will be treated as having vested when it is no longer subject to a substantial risk of forfeiture as determined by the Company in its sole discretion. (d) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed identified on the date of termination to be his separation from service a “specified employee” within the meaning of that term under Code §Section 409A(a)(2)(B) (which generally means a key employee of a corporation any stock of which is publicly traded on an established securities market or otherwise), then then, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code §Section 409A and payable on account of a “separation from service,” (i) such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month 6) month period measured from the date of such Executive’s “separation from service” of Executive, and (B) the date of the Executive’s death, death (the “Delay Period”) to the extent required under Code Section 409A. 409A and (ii) at the end of such six (6) month period, the Company shall make an additional payment to Executive equal to the amount interest accruing at the then-current short-term applicable federal rate published by the Internal Revenue Service on the value of any such payment or benefit, accruing from the date on which it would have otherwise been paid or provided. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereintherein. (ce) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute “non-qualified nonqualified deferred compensation” for purposes of subject to Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement hereunder shall be made paid on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) Executive’s right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. (df) For purposes of Code §Section 409A, Executive’s right to receive any installment payment pursuant to this the Employment Agreement shall be treated as a right to receive a series of separate and distinct payments. . (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company’s sole discretion. . (h) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified nonqualified deferred compensation” for purposes of compensation subject to Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to Executive unless otherwise permitted by Code §Section 409A.

Deferred Compensation Matters. (a) It is the The intent of the Company and Executive parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectivelycollectively "Code Section 409A") and, “Code §409A”), and accordingly, to the maximum extent permitted, this permitted the Employment Agreement shall be interpreted to be in compliance with therewith or exempt from Code §409A. Executive agrees and acknowledges that therefrom. In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “"separation from service” " within the meaning of Code §409ASection 409A and, and for purposes of any such provision of this Agreement, references to a “"termination”, “termination of the Employment Period”, “," "termination of employment” " or similar like terms shall mean “"separation from service.” Notwithstanding anything " (c) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of the Employee's separation from service in accordance with the Company's payroll practices (or other similar term), the payments of such base salary or other compensation shall be made in no even less frequently than monthly. Notwithstanding the foregoing, with respect to any payments that are intended to fall under the short-term deferral exemption from Code Section 409A, unless this AgreementAgreement provides a specified and objectively determinable payment schedule to the contrary, all payments due thereunder shall be made as soon as practicable after the right to payment vests and in all events by March 15 of the calendar year following the calendar year in which the right to payment vests. For purposes of this section, a right to payment will be treated as having vested when it is no longer subject to a substantial risk of forfeiture as determined by the Company in its sole discretion. (d) Notwithstanding any other payment schedule provided herein to the contrary, if Executive Employee is deemed identified on the date of termination to be his separation from service a “"specified employee” " within the meaning of that term under Code §Section 409A(a)(2)(B) (which generally means a key employee of a corporation any stock of which is publicly traded on an established securities market or otherwise), then then, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code §Section 409A and payable on account of a “"separation from service,” service,"(i) such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “Employee's "separation from service” of Executive, " and (B) the date of Employee's death (the Executive’s death, "Delay Period") to the extent required under Code Section 409A. 409A and (ii) at the end of such six (6)-month period, the Company shall make an additional payment to Employee equal to the amount interest accruing at the then-current short-term applicable federal rate published by the Internal Revenue Service on the value of any such payment or benefit, accruing from the date on which it would have otherwise been paid or provided. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive Employee in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereintherein. (ce) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute “non-qualified "nonqualified deferred compensation” for purposes of " subject to Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement hereunder shall be made paid on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by ExecutiveEmployee, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) Employee's right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. (df) For purposes of Code §Section 409A, Executive’s Employee's right to receive any installment payment pursuant to this the Employment Agreement shall be treated as a right to receive a series of separate and distinct payments. . (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company’s sole discretion. . (h) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified nonqualified deferred compensation” for purposes of compensation subject to Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to Employee unless otherwise permitted by Code §Section 409A.

Deferred Compensation Matters. (a) It is the The intent of the Company and Executive parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, collectively “Code §Section 409A”)) and, and accordingly, to the maximum extent permitted, this permitted the Employment Agreement shall be interpreted to be in compliance with therewith or exempt from Code §409A. Executive agrees and acknowledges that therefrom. In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code §409ASection 409A and, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, ,” “termination of employment” or similar like terms shall mean “separation from service.” ” (c) To the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of the Executive’s separation from service in accordance with the Company’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made no event less frequently than monthly. Notwithstanding anything the foregoing, with respect to any payments that are intended to fall under the short-term deferral exemption from Code Section 409A, unless this Agreement provides a specified and objectively determinable payment schedule to the contrary contrary, all payments due thereunder shall be made as soon as practicable after the right to payment vests and in all events by March 15 of the calendar year following the calendar year in which the right to payment vests. For purposes of this Agreementsection, a right to payment will be treated as having vested when it is no longer subject to a substantial risk of forfeiture as determined by the Company in its sole discretion. (d) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed identified on the date of termination to be his separation from service a “specified employee” within the meaning of that term under Code §Section 409A(a)(2)(B) (which generally means a key employee of a corporation any stock of which is publicly traded on an established securities market or otherwise), then then, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code §Section 409A and payable on account of a “separation from service,” (i) such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month 6) month period measured from the date of such Executive’s “separation from service” of Executive, and (B) the date of the Executive’s death, death (the “Delay Period”) to the extent required under Code Section 409A. 409A and (ii) at the end of such six (6) month period, the Company shall make an additional payment to Executive equal to the amount interest accruing at the then-current short-term applicable federal rate published by the Internal Revenue Service on the value of any such payment or benefit, accruing from the date on which it would have otherwise been paid or provided. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereintherein. (ce) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute “non-qualified nonqualified deferred compensation” for purposes of subject to Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement hereunder shall be made paid on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) Executive’s right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. (df) For purposes of Code §Section 409A, Executive’s right to receive any installment payment pursuant to this the Employment Agreement shall be treated as a right to receive a series of separate and distinct payments. . (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company’s sole discretion. . (h) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified nonqualified deferred compensation” for purposes of compensation subject to Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to Executive unless otherwise permitted by Code §Section 409A.

Deferred Compensation Matters. (a) It is the intent of the Company and Executive that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code §Section 409A”), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with or exempt from Code §Section 409A. Executive agrees and acknowledges that In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or for any damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code §Section 409A, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” ” (c) Notwithstanding anything any other payment schedule provided herein to the contrary in this Agreementcontrary, if Executive is deemed on the date of termination of the Employment Period to be a “specified employee” within the meaning of that term under Code §409A(a)(2)(B)Section 409A, then with each of the following shall apply: (i) With regard to any payment or the provision of any benefit that is considered “non-qualified deferred compensation compensation” under Code §Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of the Executive’s death, death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) 6 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified for them herein; and (ii) To the extent that any benefits to be provided during the Delay Period are considered “non-qualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement. (cd) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by Executive of the General Release, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the termination of the Employment Period. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent any such cash payments or continuing benefits to be provided are not “non-qualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement applied as though such payments commenced immediately upon the termination of the Employment Period, and any payments made after the Release Effective Date shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period. (ii) To the extent any such cash payments or continuing benefits to be provided are “non-qualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following the termination of the Employment Period. The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the termination of the Employment Period, and any payments made after the first such payment shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period. The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this Section 6 during the period of such delay; provided, that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 6, the Company may reimburse Executive for the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, in each case had such benefits commenced immediately upon the termination of the Employment Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified in this Agreement. (e) To the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (df) For purposes of Code §Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code §Section 409A.

Deferred Compensation Matters. (a) It is the The intent of the Company and Executive parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, collectively “Code §Section 409A”)) and, and accordingly, to the maximum extent permitted, this permitted the Employment Agreement shall be interpreted to be in compliance with therewith or exempt from Code §409A. Executive agrees and acknowledges that therefrom. In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code §409ASection 409A and, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, ,” “termination of employment” or similar like terms shall mean “separation from service.” Notwithstanding anything ” (c) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of the Employee’s separation from service in accordance with the Company’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made in no event less frequently than monthly. Notwithstanding the foregoing, with respect to any payments that are intended to fall under the short-term deferral exemption from Code Section 409A, unless this AgreementAgreement provides a specified and objectively determinable payment schedule to the contrary, all payments due thereunder shall be made as soon as practicable after the right to payment vests and in all events by March 15 of the calendar year following the calendar year in which the right to payment vests. For purposes of this section, a right to payment will be treated as having vested when it is no longer subject to a substantial risk of forfeiture as determined by the Company in its sole discretion. (d) Notwithstanding any other payment schedule provided herein to the contrary, if Executive Employee is deemed identified on the date of termination to be his separation from service a “specified employee” within the meaning of that term under Code §Section 409A(a)(2)(B) (which generally means a key employee of a corporation any stock of which is publicly traded on an established securities market or otherwise), then then, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code §Section 409A and payable on account of a “separation from service,” (i) such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such Employee’s “separation from service” of Executive, and (B) the date of Employee’s death (the Executive’s death, “Delay Period”) to the extent required under Code Section 409A. 409A and (ii) at the end of such six (6)-month period, the Company shall make an additional payment to Employee equal to the amount interest accruing at the then-current short-term applicable federal rate published by the Internal Revenue Service on the value of any such payment or benefit, accruing from the date on which it would have otherwise been paid or provided. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive Employee in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereintherein. (ce) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute “non-qualified nonqualified deferred compensation” for purposes of subject to Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement hereunder shall be made paid on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by ExecutiveEmployee, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) Employee’s right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. (df) For purposes of Code §Section 409A, ExecutiveEmployee’s right to receive any installment payment pursuant to this the Employment Agreement shall be treated as a right to receive a series of separate and distinct payments. . (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company’s sole discretion. . (h) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified nonqualified deferred compensation” for purposes of compensation subject to Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to Employee unless otherwise permitted by Code §Section 409A.

Deferred Compensation Matters. (a) It is the intent of the Company and Executive that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “"Code §Section 409A”"), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with or exempt from Code §Section 409A. Executive agrees and acknowledges that In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or for any damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “"separation from service” " within the meaning of Code §Section 409A, and for purposes of any such provision of this Agreement, references to a “"termination”", “"termination of the Employment Period”", “"termination of employment” " or similar terms shall mean “"separation from service.” " (c) Notwithstanding anything any other payment schedule provided herein to the contrary in this Agreementcontrary, if Executive is deemed on the date of termination of the Employment Period to be a “"specified employee” " within the meaning of that term under Code §409A(a)(2)(B)Section 409A, then with each of the following shall apply: (i) With regard to any payment or the provision of any benefit that is considered "non-qualified deferred compensation compensation" under Code §Section 409A payable on account of a “"separation from service,” " such payment or benefit shall not be made or provided until on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “"separation from service” " of Executive, and (B) the date of Executive's death (the Executive’s death, "Delay Period") to the extent required under Code Section 409A. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) 6 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified for them herein; and (ii) To the extent that any benefits to be provided during the Delay Period are considered "non-qualified deferred compensation" under Code Section 409A payable on account of a "separation from service," and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company's share of the cost of such benefits upon expiration of the Delay Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement. (cd) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by Executive of the General Release, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the termination of the Employment Period. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent any such cash payments or continuing benefits to be provided are not "non-qualified deferred compensation" for purposes of Code Section 409A, then such payments or benefits shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the "Release Effective Date"). The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement applied as though such payments commenced immediately upon the termination of the Employment Period, and any payments made after the Release Effective Date shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period. (ii) To the extent any such cash payments or continuing benefits to be provided are "non-qualified deferred compensation" for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following the termination of the Employment Period. The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the termination of the Employment Period, and any payments made after the first such payment shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period. The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this Section 6 during the period of such delay; provided, that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 6, the Company may reimburse Executive for the Company's share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, in each case had such benefits commenced immediately upon the termination of the Employment Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified in this Agreement. (e) To the extent any reimbursements or in-kind benefits under this Agreement constitute “"non-qualified deferred compensation” " for purposes of Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (df) For purposes of Code §Section 409A, Executive’s 's right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “"payment shall be made within 30 thirty (30) days following the date of termination”"), the actual date of payment within the specified period shall be within the Company’s 's sole discretion. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “"non-qualified deferred compensation” " for purposes of Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code §Section 409A.

Deferred Compensation Matters. (a) It is the The intent of the Company and Executive parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, collectively “Code §Section 409A”)) and, and accordingly, to the maximum extent permitted, this permitted the Employment Agreement shall be interpreted to be in compliance with therewith or exempt from Code §409A. Executive agrees and acknowledges that therefrom. In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code §409ASection 409A and, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, ,” “termination of employment” or similar like terms shall mean “separation from service.” Notwithstanding anything ” (c) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of the Employee’s separation from service in accordance with the Company’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made in no even less frequently than monthly. Notwithstanding the foregoing, with respect to any payments that are intended to fall under the short-term deferral exemption from Code Section 409A, unless this AgreementAgreement provides a specified and objectively determinable payment schedule to the contrary, all payments due thereunder shall be made as soon as practicable after the right to payment vests and in all events by March 15 of the calendar year following the calendar year in which the right to payment vests. For purposes of this section, a right to payment will be treated as having vested when it is no longer subject to a substantial risk of forfeiture as determined by the Company in its sole discretion. (d) Notwithstanding any other payment schedule provided herein to the contrary, if Executive Employee is deemed identified on the date of termination to be his separation from service a “specified employee” within the meaning of that term under Code §Section 409A(a)(2)(B) (which generally means a key employee of a corporation any stock of which is publicly traded on an established securities market or otherwise), then then, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code §Section 409A and payable on account of a “separation from service,” (i) such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such Employee’s “separation from service” of Executive, and (B) the date of Employee’s death (the Executive’s death, “Delay Period”) to the extent required under Code Section 409A. 409A and (ii) at the end of such six (6)-month period, the Company shall make an additional payment to Employee equal to the amount interest accruing at the then-current short-term applicable federal rate published by the Internal Revenue Service on the value of any such payment or benefit, accruing from the date on which it would have otherwise been paid or provided. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive Employee in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereintherein. (ce) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute “non-qualified nonqualified deferred compensation” for purposes of subject to Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement hereunder shall be made paid on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by ExecutiveEmployee, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) Employee’s right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. (df) For purposes of Code §Section 409A, ExecutiveEmployee’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. . (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company’s sole discretion. . (h) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified nonqualified deferred compensation” for purposes of compensation subject to Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to Employee unless otherwise permitted by Code §Section 409A.

Deferred Compensation Matters. (a) It is the intent of the Company and Executive that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “"Code §409A”"), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with or exempt from Code §409A. Executive agrees and acknowledges that the Company and its respective Subsidiaries make no representations with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder. (b) A termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “"separation from service” " within the meaning of Code §409A, and for purposes of any such provision of this Agreement, references to a “"termination”", “"termination of the Employment Period”", “"termination of employment” " or similar terms shall mean “"separation from service.” " Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “"specified employee” " within the meaning of that term under Code §409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code §409A payable on account of a “"separation from service,” " such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “"separation from service” " of Executive, and (B) the date of the Executive’s 's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 10(blO(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent any reimbursements or in-kind benefits under this Agreement constitute “"non-qualified deferred compensation” " for purposes of Code §409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code §409A, Executive’s 's right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “"payment shall be made within 30 days following the date of termination”"), the actual date of payment within the specified period shall be within the Company’s 's sole discretion. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “"non-qualified deferred compensation” " for purposes of Code §409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code §409A.

Deferred Compensation Matters. (a) It is the intent of the Company and Executive that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code §Section 409A”), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with or exempt from Code §Section 409A. Executive agrees and acknowledges that In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or for any damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code §Section 409A, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” ” (c) Notwithstanding anything any other payment schedule provided herein to the contrary in this Agreementcontrary, if the Executive is deemed on the date of termination of the Employment Period to be a “specified employee” within the meaning of that term under Code §409A(a)(2)(B)Section 409A, then with each of the following shall apply: (i) With regard to any payment or the provision of any benefit that is considered “non-qualified deferred compensation compensation” under Code §Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of the Executive’s death, death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) 6 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified for them herein; and (ii) To the extent that any benefits to be provided during the Delay Period are considered “non-qualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement. (ciii) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of the General Release, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the termination of the Employment Period. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (iv) To the extent any such cash payments or continuing benefits to be provided are not “non-qualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the ​ “Release Effective Date”). The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement applied as though such payments commenced immediately upon the termination of the Employment Period, and any payments made after the Release Effective Date shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period. (v) To the extent any such cash payments or continuing benefits to be provided are “non-qualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following the termination of the Employment Period. The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the termination of the Employment Period, and any payments made after the first such payment shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period. The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this Section 6 during the period of such delay; provided that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 6, the Company may reimburse Executive for the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, in each case had such benefits commenced immediately upon the termination of the Employment Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified in this Agreement. (d) To the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (de) For purposes of Code §Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “constitutes” non-qualified deferred compensation” for purposes of Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code §Section 409A.

Deferred Compensation Matters. (a) It is the The intent of the Company and Executive parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, collectively “Code §Section 409A”)) and, and accordingly, to the maximum extent permitted, this permitted the Employment Agreement shall be interpreted to be in compliance with therewith or exempt from Code §409A. Executive agrees and acknowledges that therefrom. In no event whatsoever shall the Company and its respective Subsidiaries make no representations be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with respect to the application of Code §409A and other tax consequences to any payments hereunder and, by entering into this Agreement, Executive agrees to accept the potential application of Code §409A and the other tax consequences of any payments made hereunder.Section 409A. (b) A termination of the Employment Period employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code §409ASection 409A and, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, ,” “termination of employment” or similar like terms shall mean “separation from service.” Notwithstanding anything ” (c) Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of the Employee’s separation from service in accordance with the Company’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made in no even less frequently than monthly. Notwithstanding the foregoing, with respect to any payments that are intended to fall under the short‑term deferral exemption from Code Section 409A, unless this AgreementAgreement provides a specified and objectively determinable payment schedule to the contrary, all payments due thereunder shall be made as soon as practicable after the right to payment vests and in all events by March 15 of the calendar year following the calendar year in which the right to payment vests. For purposes of this section, a right to payment will be treated as having vested when it is no longer subject to a substantial risk of forfeiture as determined by the Company in its sole discretion. (d) Notwithstanding any other payment schedule provided herein to the contrary, if Executive Employee is deemed identified on the date of termination to be his separation from service a “specified employee” within the meaning of that term under Code §Section 409A(a)(2)(B) (which generally means a key employee of a corporation any stock of which is publicly traded on an established securities market or otherwise), then then, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code §Section 409A and payable on account of a “separation from service,” (i) such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month 6)‑month period measured from the date of such Employee’s “separation from service” of Executive, and (B) the date of Employee’s death (the Executive’s death, “Delay Period”) to the extent required under Code Section 409A. 409A and (ii) at the end of such six (6)-month period, the Company shall make an additional payment to Employee equal to the amount interest accruing at the then-current short-term applicable federal rate published by the Internal Revenue Service on the value of any such payment or benefit, accruing from the date on which it would have otherwise been paid or provided. Upon the expiration of the foregoing delay periodDelay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive Employee in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereintherein. (ce) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute “non-qualified nonqualified deferred compensation” for purposes of subject to Code §Section 409A, (i) all such expenses or other reimbursements under this Agreement hereunder shall be made paid on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by ExecutiveEmployee, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) Employee’s right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. (df) For purposes of Code §Section 409A, ExecutiveEmployee’s right to receive any installment payment pursuant to this the Employment Agreement shall be treated as a right to receive a series of separate and distinct payments. . (g) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company’s sole discretion. . (h) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified nonqualified deferred compensation” for purposes of compensation subject to Code §Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to Employee unless otherwise permitted by Code §Section 409A.