Common use of Deferred Compensation Clause in Contracts

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination of employment, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment and ending on the date that is six months and one day following the Executive’s termination of employment or, if earlier, on the date of the Executive’s death. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination “Separation from Service” within the meaning of employmentSection 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment Separation from Service and ending on the date that is six months and one day following the Executive’s termination of employment Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth day of the first calendar month following the end of the period (“Delayed Payment Date”). If payment of an amount is delayed as a result of this Section 13(b)(i), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Executive but for this Section 13(b)(i) to the day prior to the Delayed Payment Date. The rate of interest shall be compounded monthly, at the prime rate as published by Citibank NA for the month in which occurs the date of the Executive’s Separation from Service. Such interest shall be paid on the Delayed Payment Date. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No The amount of expenses eligible for reimbursement during any a calendar year shall may not affect the amounts expenses eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. (a) This Agreement is not intended to provide for any deferral of compensation payable during Executive’s employment pursuant to Section 409A of the Internal Revenue Code (the “Code”) and, accordingly, any compensation paid to Executive pursuant to this Agreement during Executive’s employment is intended to be paid not later than the later of: (i) the fifteenth (15th) day of the third (3rd) month following the Executive’s first (1st) taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third (3rd) month following the first (1st) taxable year of Employer in which such benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Code and any Treasury Regulations and other guidance issued thereunder. The date determined under this subsection is referred to as the “Short-Term Deferral Date.” Notwithstanding anything to the contrary herein, in the event that any other provision of compensation paid pursuant to this AgreementAgreement during Executive’s employment is not actually or constructively received by Executive on or before the Short-Term Deferral Date, to the extent that the right to such compensation, or any payment (including the provision of benefits) hereunder provides for the “portion thereof, constitutes a deferral of compensation” within the meaning of compensation subject to Code Section 409A(d)(1) of the Code409A, the payment then, subject to Section 3(b), such benefit shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the upon Executive’s termination of employmentseparation from service, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment and ending on the date that is six months and one day following the Executive’s termination of employment or, if earlier, on the date of the Executive’s death. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy Employer and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” its affiliates within the meaning of Section 409A of the Code. (iiib) The Company In the event that Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code as of the date of any separation from service with respect to Employer and its affiliates, no payment of deferred compensation subject to Code Section 409A may be made to Executive before the date that is six (6) months after the date of separation from service (or, if earlier, the date of death of the specified employee), and, in such case, any payments shall not accelerate be accumulated and paid on the first date of the seventh (7th) month following separation from service; provided, however, that any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be portion thereof which is subject to tax an exemption for separation pay to specified employees as provided under Section 409A of the Code. IfTreasury Regulation § 1.409A, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be or is subject to adverse or unintended tax consequences any other exemption provided under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion Treasury Regulation § 1.409A allowing for payment to maintain, a specified employee prior to the maximum extent practicabledate that is six (6) months after the date of separation from service, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Companymay be paid to Executive upon separation from service. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination of employment, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment and ending on the date that is six months and one day following the Executive’s termination of employment or, if earlier, on the date of the Executive’s death. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicablecontrary, the original intent of the applicable provision without violating this Agreement is intended to meet the requirements of Section 409A of the Code. It Code to the extent applicable, the parties intend to administer this Agreement in a manner that is understood that each installment is a separate paymentconsistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. If and to the extent applicable, severance benefits shall be paid first under the “short-term deferral exception” and then under the “separation pay exception” of Section 409A, and any payments that the timing of payment is within the control are considered deferred compensation under Section 409A and that are paid to a “specified employee” (as defined in Section 409A of the Company. Code) upon separation from service shall be subject to a six (iv6) The provisions month delay, if required by Section 409A. If required by Section 409A, any amounts otherwise payable during the six (6) month period that commences on and follows the Executive’s Date of this Section 11 Termination shall apply notwithstanding any provisions of this Agreement related to be paid in one lump sum amount on the timing of payments first business day following the six (6) month period following the Executive’s Date of Termination (or within thirty (30) days of the Executive’s death, if earlier). For purposes of Section 409A of the Code, all payments to be made upon a termination of employmentemployment under this Agreement may only be made upon a “separation from service” (within the meaning of such term under Section 409A of the Code). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments shall be treated as the right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements under this Agreement shall be provided in a manner that complies with Section 409A of the Code, if applicable. If required by regulations or other guidance issued under Section 409A of the Code or a court of competent jurisdiction, the provisions regarding payments hereunder shall be amended to provide for such payments to be made at the time allowed under such regulations, guidance or authority that most closely achieves the intent of this Agreement.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive Employee is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the ExecutiveEmployee’s termination of employment, then no such payment shall be made or commence during the period beginning on the date of the ExecutiveEmployee’s termination of employment and ending on the date that is six months and one day following the ExecutiveEmployee’s termination of employment or, if earlier, on the date of the ExecutiveEmployee’s death. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive Employee to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 6 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the ExecutiveEmployee’s termination of employment.

Deferred Compensation. Notwithstanding any other provision of this Employment Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code), the payment shall be paid (or provided) in accordance with the following: (i) If Notwithstanding anything in this Employment Agreement to the Executive contrary, if at the time of the Employee’s termination of employment, he is a “Specified Employeespecified employee” within the meaning of Section 409A(a)(2)(B)(i) of 409(A)(a)(2)(B)(i), as determined under the Code on the date of the ExecutiveCompany’s termination of employmentestablished methodology for determining “specified employees”, then no such payment payments or amounts under this Employment Agreement shall be made or commence during the period beginning on the date of the ExecutiveEmployee’s termination of employment and ending on the date that is six months and one day following the ExecutiveEmployee’s termination of employment or, if earlier, on the date of the ExecutiveEmployee’s death. The amount of any payment that would otherwise be paid to the Employee during this period shall instead be paid to Employee on the fifteenth day of the first calendar month following the end of the period (“Delayed Payment Date”). If payment of an amount is delayed as a result of this Section 25(b)(i), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Employee but for this Section 25(b)(i) to the day prior to the Delayed Payment Date. The rate of interest shall be compounded monthly, at the prime rate as published by Citibank NA for the month in which occurs the date of the Employee’s Separation from Service. Such interest shall be paid on the Delayed Payment Date. (ii) Payments If any amount owed to the Employee under this Employment Agreement is considered for purposes of Section 409A to be owed to the Employee by virtue of his termination of employment, such amount shall be paid if and only if such termination constitutes a Separation from Service with the Company, determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto. (iii) Notwithstanding anything in this Employment Agreement to the contrary, payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No The amount of expenses eligible for reimbursement during any a calendar year shall may not affect the amounts expenses eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions For purposes of Section 409A, the Employee’s right to receive any installment payments pursuant to this Section 11 Employment Agreement shall apply notwithstanding any provisions be treated as a right to receive a series of this Agreement related to the timing of payments following the Executive’s termination of employmentseparate and distinct payments.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive The Employee is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the ExecutiveEmployee’s termination “Separation from Service” within the meaning of employmentSection 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the ExecutiveEmployee’s termination of employment Separation from Service and ending on the date that is six months and one day following the ExecutiveEmployee’s termination of employment Separation from Service or, if earlier, on the date of the ExecutiveEmployee’s death. The amount of any payment that would otherwise be paid to the Employee during this period shall instead be paid to the Employee on the fifteenth day of the first calendar month following the end of the period (the “Delayed Payment Date”). If payment of an amount is delayed as a result of this Section 10(b)(i), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Employee but for this Section 10(b)(i) to the day prior to the Delayed Payment Date. The rate of interest shall be compounded monthly, at the prime rate as published by Citibank NA for the month in which occurs the date of the Employee’s Separation from Service. Such interest shall be paid on the Delayed Payment Date. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No The amount of expenses eligible for reimbursement during any a calendar year shall may not affect the amounts expenses eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. Notwithstanding any other provision of this Agreement, This Agreement is intended to meet the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning requirements of Section 409A(d)(1) 409A of the Code, the payment Code and may be administered in a manner that is intended to meet those requirements and shall be paid (or provided) construed and interpreted in accordance with such intent, and any reference to the following: (i) If the termination or cessation of employment of Executive is a “Specified Employee” within the meaning in Sections 6 and 7 of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination of employment, then no such payment this Agreement shall be made or commence during the period beginning on the date interpreted to require a separation from service of the Executive’s termination of employment and ending on the date that is six months and one day following the Executive’s termination of employment or, if earlier, on the date of the Executive’s death. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” Executive within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment . To the extent that an award or payment, or the provision of any benefits under this Agreement settlement or make or provide any such payment or benefits if such payment or provision of such benefits woulddeferral thereof, as a result, be is subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision except as the Compensation Committee of the Board otherwise determines in writing, the award shall be modified by the Company granted, paid, settled or deferred in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating a manner that will meet the requirements of Section 409A of the Code, including regulations or other guidance issued with respect thereto, such that the grant, payment, settlement or deferral shall not be subject to the excise tax applicable under Section 409A of the Code. It is understood that each installment If Executive is a separate paymentspecified employee within the meaning of Section 409A of the Code, then to the extent the Company determines that any amounts payable to Executive under this Agreement upon termination of employment that are otherwise scheduled to be paid within six (6) months following termination of employment (the “6-month period”) cannot be paid under Section 409A of the Code within the 6-month period, then payment of such amounts will not occur until the 6-month period has elapsed. All reimbursements made under Sections 4(g), (h) or (i) will be made in any event no later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred, and that the timing expenses reimbursed by the Company during any taxable year of payment Executive will not affect the expenses reimbursed by the Company in another taxable year. Further, this right to reimbursement is within the control of the Company. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions not subject to liquidation or exchange for another benefit. Any provision of this Agreement related that would cause the award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code shall be amended (in a manner that as closely as practicable achieves the original intent of this Agreement) to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code. In the event additional regulations or other guidance is issued under Section 409A of the Code or a court of competent jurisdiction provides additional authority concerning the application of Section 409A with respect to the timing payments described in Sections 4, 6 and 7 of the Agreement, then the provisions of such Sections shall be amended to permit such payments following to be made at the Executive’s termination earliest time permitted under such additional regulations, guidance or authority that is practicable and achieves the original intent of employmentthis Agreement.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination 's “Separation from Service” within the meaning of employmentSection 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment 's Separation from Service and ending on the date that is six months and one day following the Executive’s termination of employment 's Separation from Service or, if earlier, on the date of the Executive’s 's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth day of the first full calendar month following the end of the period (“Delayed Payment Date”). (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 12 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s 's termination or resignation of employment.

Deferred Compensation. Notwithstanding any other provision of this Employment Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code), the payment shall be paid (or provided) in accordance with the following: (i) If Notwithstanding anything in this Employment Agreement to the Executive contrary, if at the time of the Employee’s termination of employment, he is a “Specified Employeespecified employee” within the meaning of Section 409A(a)(2)(B)(i) of 409(A)(a)(2)(B)(i), as determined under the Code on the date of the ExecutiveCompany’s termination of employmentestablished methodology for determining “specified employees”, then no such payment payments or amounts under this Employment Agreement shall be made or commence during the period beginning on the date of the ExecutiveEmployee’s termination of employment and ending on the date that is six months and one day following the ExecutiveEmployee’s termination of employment or, if earlier, on the date of the ExecutiveEmployee’s death. The amount of any payment that would otherwise be paid to the Employee during this period shall instead be paid to Employee on the fifteenth day of the first calendar month following the end of the period (“Delayed Payment Date”). If payment of an amount is delayed as a result of this Section 25(b)(i), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Employee but for this Section 25(b)(i) to the day prior to the Delayed Payment Date. The rate of interest shall be compounded monthly, at the prime rate as published by Citibank NA for the month in which occurs the date of the Employee’s Separation from Service. Such interest shall be paid on the Delayed Payment Date. (ii) Payments If any amount owed to the Employee under this Employment Agreement is considered for purposes of Section 409A to be owed to the Employee by virtue of his termination of employment, such amount shall be paid if and only if such termination constitutes a Separation from Service with the Company, determined using the default provisions set forth in Treasury Regulation §1.409A‑1(h) or any successor regulation thereto. (iii) Notwithstanding anything in this Employment Agreement to the contrary, payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No The amount of expenses eligible for reimbursement during any a calendar year shall may not affect the amounts expenses eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions For purposes of Section 409A, the Employee’s right to receive any installment payments pursuant to this Section 11 Employment Agreement shall apply notwithstanding any provisions be treated as a right to receive a series of this Agreement related to the timing of payments following the Executive’s termination of employmentseparate and distinct payments.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination “Separation from Service” within the meaning of employmentSection 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment Separation from Service and ending on the date that is six months and one day following the Executive’s termination of employment Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth day of the first calendar month following the end of the period (“Delayed Payment Date”). If payment of an amount is delayed as a result of this Section 12(b)(i), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Executive but for this Section 12(b)(i) to the day prior to the Delayed Payment Date. The rate of interest shall be compounded monthly, at the prime rate as published by Citibank NA for the month in which occurs the date of the Executive’s Separation from Service. Such interest shall be paid on the Delayed Payment Date. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No The amount of expenses eligible for reimbursement during any a calendar year shall may not affect the amounts expenses eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination of employment, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment and ending on the date that is six months and one day following the Executive’s termination of employment or, if earlier, on the date of the Executive’s death. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination “Separation from Service” within the meaning of employmentSection 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment Separation from Service and ending on the date that is six months and one day following the Executive’s termination of employment Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth day of the first full calendar month following the end of the period. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. Except as permitted by Section 409A, the right to reimbursement shall not be subject to liquidation or exchange for another benefit. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate paymentand distinct payment from all other such payments for purposes of Section 409A of the Code, and that the timing of payment is within the control of the CompanyCompany and in no event may the Executive be permitted to control the year in which any payment occurs. (iv) The provisions of this Section 11 13 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination or resignation of employment.

Deferred Compensation. Notwithstanding Section 409A of the Internal Revenue Code. This Agreement shall be interpreted to ensure that the payments contemplated hereby are exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); provided, however, that nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other provision of individual or entity. Any payment under this Agreement, Agreement that is subject to the extent Section 409A and that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is contingent on a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination of employment, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment and ending is contingent on the date that is six months and one day following the Executive’s termination of employment or, if earlier, on the date of the Executive’s death. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensationseparation from service” within the meaning of Section 409A (a “Separation from Service”). Each such payment shall be considered to be a separate payment for purposes of Section 409A. If, upon Separation from Service, you are a “specified employee” within the Code. (iii) The Company shall not accelerate meaning of Section 409A, any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be that is subject to tax under Section 409A of the Code. If, and would otherwise be paid within six months after your separation from service will instead be paid in the good faith judgment of seventh month following your separation from service (to the Company, any provision extent required by Section 409A(a)(2)(B)(i)). Any taxable reimbursement due under the terms of this Agreement could cause the Executive to or any other Company Arrangement shall be subject to adverse or unintended tax consequences under Section 409A paid no later than December 31 of the Codeyear after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). If the period during which you have the discretion to execute or revoke the Release straddles two calendar years, such provision shall be modified by the Company in its sole discretion to maintainshall make the payments that are conditioned upon the Release no earlier than January 1st of the second of such calendar years, regardless of which taxable year you actually deliver the executed Release to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the CodeCompany. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related Notwithstanding anything elsewhere to the timing of payments contrary, you shall have no duties following the Executive’s any termination of employmentyour employment that are inconsistent with your having a Separation from Service on (or before) the date your employment terminates.

Deferred Compensation. (i) Notwithstanding any other provision of anything to the contrary in this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the if Executive is a “deferral of compensationspecified employee” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of 409A the Code on at the date time of the Executive’s termination of employment, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment and ending on (other than due to death), then the date severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code (together, the “Deferred Compensation”) that is six months and one day following payable within the Executive’s termination of employment or20 4828-8798-5017, if earlier, on the date of the Executive’s death.v. 1 (ii) Payments with respect Deferred Compensation otherwise payable or provided pursuant to reimbursements of expenses Sections 6(c) or 6(d) shall be made in accordance with Company policy and in no event later than paid or provided only at the last day time of the calendar year following the calendar year in a termination of Executive’s employment which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for constitutes a “deferral of compensationseparation from service” within the meaning of Section 409A of the Code. In addition, to the extent a payment of Deferred Compensation payable pursuant to Section 6(c) can be made (or begin to be made) during a period crossing two (2) calendar years as a result of the condition contemplated under Section 6(c) hereof, the payment of the Deferred Compensation shall be made (or begin to be made) in the second calendar year. (iii) The Company shall not accelerate any payment or foregoing provisions are intended to comply with the provision requirements of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment Code so that none of the Company, any provision of this Agreement could cause the Executive severance payments and benefits to be provided hereunder will be subject to adverse or unintended the additional tax consequences imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such provision reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A of the Code. (iv) In the event that any benefits payable to Executive pursuant to this Agreement, either alone or in conjunction with other compensatory payments, (A) constitute “parachute payments” within the meaning of Section 280G of the Code and (B) but for this Section 9(a)(iv) would be subject to the excise tax imposed by Section 4999 of the Code or any comparable successor provisions (the “Excise Tax”), then Executive’s benefits payable hereunder shall be modified either (1) provided to Executive in full, or (2) provided to Executive to such lesser extent as would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing results in the receipt by Executive, on an after-Excise Tax basis, of the more favorable outcome, notwithstanding that all or some portion of 21 4828-8798-5017, v. 1 (v) Notwithstanding anything to the contrary in this Agreement, this Agreement and the benefits provided hereunder are intended to comply, to the extent applicable thereto, with Code Sections 409A and 457A, as well as the respective Treasury Regulations and other guidance promulgated or issued thereunder, and the provisions of this Agreement shall be interpreted and construed consistent with this intent. If Executive or the Company believes, at any time, that any benefit or right provided by this Agreement (including any benefit or right under Section 6(f)) does not comply with Code Section 457A, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Code Section 457A (with the most limited possible economic effect on Executive and on the Company, including mitigating, in a manner agreeable to the Company and the Executive, any excise tax and related interest to the Executive), which amendment may include restructuring any equity award in a manner that complies with Code Section 457A. For the avoidance of doubt, the Company shall not be obligated to reimburse or pay on behalf of Executive any excise tax and related interest that may be imposed under Code Section 457A. (vi) “Ineligible Compensation” means compensation relating to services performed for the benefit or on behalf of Xxxxx of Xxxx Limited as determined by the Company in its sole discretion to maintainregardless of whether the cost of such compensation is actually borne by Xxxxx of Xxxx Limited. To the extent Executive performs such services for Xxxxx of Xxxx Limited, to as well as for the maximum extent practicableCompany, Xxxxx of Xxxx and any subsidiary or affiliate of Xxxxx of Xxxx, the original intent determination of what portion of such compensation shall be considered Ineligible Compensation shall also be made by the applicable provision without violating the requirements Company or Xxxxx of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the CompanyXxxx in its sole discretion. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. (a) This Agreement is not intended to provide for any deferral of compensation payable during Executive’s employment pursuant to Section 409A of the Internal Revenue Code (the “Code”) and, accordingly, any compensation paid to Executive pursuant to this Agreement during Executive’s employment is intended to be paid not later than the later of: (i) the fifteenth (15th) day of the third (3rd) month following the Executive’s first (1st) taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third (3rd) month following the first (1st) taxable year of Employer in which such benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Code and any Treasury Regulations and other guidance issued thereunder. The date determined under this subsection is referred to as the “Short-Term Deferral Date.” Notwithstanding anything to the contrary herein, in the event that any other provision of compensation paid pursuant to this AgreementAgreement during Executive’s employment is not actually or constructively received by Executive on or before the Short-Term Deferral Date, to the extent that the right to such compensation, or any payment (including the provision of benefits) hereunder provides for the “portion thereof, constitutes a deferral of compensation” within the meaning of compensation subject to Code Section 409A(d)(1) of the Code409A, the payment then, subject to Section 3(b), such benefit shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the upon Executive’s termination of employmentseparation from service, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment and ending on the date that is six months and one day following the Executive’s termination of employment or, if earlier, on the date of the Executive’s death. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy Employer and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” its affiliates within the meaning of Section 409A of the Code. In accordance with the terms and conditions set forth in this Section 3, deferred compensation shall not be delayed, disrupted or discontinued. (iiib) The Company In the event that Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code as of the date of any separation from service with respect to Employer and its affiliates, no payment of deferred compensation subject to Code Section 409A, where such payment is triggered by his separation from service, may be made to Executive before the date that is six (6) months after the date of separation from service (or, if earlier, the date of death of the specified employee), and, in such case, any payments shall not accelerate be accumulated and paid on the first date of the seventh (7th) month following separation from service; provided, however, that any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be portion thereof which is subject to tax an exemption for separation pay to specified employees as provided under Section 409A of the Code. IfTreasury Regulation § 1.409A, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be or is subject to adverse or unintended tax consequences any other exemption provided under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion Treasury Regulation § 1.409A allowing for payment to maintain, a specified employee prior to the maximum extent practicabledate that is six (6) months after the date of separation from service, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Companymay be paid to Executive upon separation from service. (ivc) The provisions of In accordance with the terms and conditions set forth in this Section 11 3, deferred compensation shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employmentnot be delayed, disrupted or discontinued.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination “Separation from Service” within the meaning of employmentSection 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment Separation from Service and ending on the date that is six months and one day following the Executive’s termination of employment Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth day of the first calendar month following the end of the period (“Delayed Payment Date”). If payment of an amount is delayed as a result of this Section 14(b)(i), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Executive but for this Section 14(b)(i) to the day prior to the Delayed Payment Date. The rate of interest shall be compounded monthly, at the prime rate as published by Citibank NA for the month in which occurs the date of the Executive’s Separation from Service. Such interest shall be paid on the Delayed Payment Date. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company Group policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No The amount of expenses eligible for reimbursement during any a calendar year shall may not affect the amounts expenses eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. Notwithstanding any other provision a. This Agreement is intended to comply with section 409A of the Code and its corresponding regulations (“Section 409A”), or an exemption thereto, and payments may only be made under this AgreementAgreement upon an event and in a manner permitted by Section 409A, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. b. With respect to payments that are subject to Section 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Employee, directly or indirectly, designate the fiscal year of a payment. Notwithstanding any payment (including the provision of benefits) hereunder provides for this Agreement to the “deferral contrary, in no event shall the timing of compensation” within Employee’s execution of a release of claims, directly or indirectly, result in Employee’s designating the meaning fiscal year of payment of any amounts of deferred compensation subject to Section 409A(d)(1) 409A, and if a payment that is subject to execution of the Codea release of claims could be made in more than one taxable year, the payment shall be paid (made in the later taxable year. c. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided) provided in accordance with the following: requirements of Section 409A, including, where applicable, the requirement that (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination of employment, then no such payment shall any reimbursement be made or commence for expenses incurred during the period beginning on the date of the Executive’s termination of employment and ending on the date that is six months and one day following the Executive’s termination of employment orspecified in this Agreement, if earlier, on the date of the Executive’s death. (ii) Payments with respect to reimbursements the amount of expenses shall eligible for reimbursement, or in-kind benefits provided, during a fiscal year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other fiscal year, (iii) the reimbursement of an eligible expense be made in accordance with Company policy and in no event later than the last day of the calendar fiscal year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that and (iv) the right to reimbursement does or in- kind benefits not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse liquidation or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Companyexchange for another benefit. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. Notwithstanding any other provision of this Agreement, This Agreement is intended to meet the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning requirements of Section 409A(d)(1) 409A of the Code, the payment Code and may be administered in a manner that is intended to meet those requirements and shall be paid (or provided) construed and interpreted in accordance with such intent, and any reference to the following: (i) If the termination or cessation of employment of Executive is a “Specified Employee” within the meaning in Sections 6 and 7 of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination of employment, then no such payment this Agreement shall be made or commence during the period beginning on the date interpreted to require a separation from service of the Executive’s termination of employment and ending on the date that is six months and one day following the Executive’s termination of employment or, if earlier, on the date of the Executive’s death. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” Executive within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment . To the extent that an award or payment, or the provision of any benefits under this Agreement settlement or make or provide any such payment or benefits if such payment or provision of such benefits woulddeferral thereof, as a result, be is subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision except as the Committee otherwise determines in writing, the award shall be modified by the Company granted, paid, settled or deferred in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating a manner that will meet the requirements of Section 409A of the Code, including regulations or other guidance issued with respect thereto, such that the grant, payment, settlement or deferral shall not be subject to the excise tax applicable under Section 409A of the Code. It is understood that each installment If Executive is a separate payment, and that the timing of payment is specified employee within the control meaning of Section 409A of the Company. Code, then to the extent the Company determines that any amounts payable to Executive under this Agreement upon termination of employment that are otherwise scheduled to be paid within six (iv6) The provisions months following termination of this employment (the “6-month period”) cannot be paid under Section 11 shall apply notwithstanding any provisions 409A of the Code within the 6-month period, then payment of such amounts will not occur until the 6-month period has elapsed. Any provision of this Agreement related that would cause the award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code shall be amended (in a manner that as closely as practicable achieves the original intent of this Agreement) to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code. In the event additional regulations or other guidance is issued under Section 409A of the Code or a court of competent jurisdiction provides additional authority concerning the application of Section 409A with respect to the timing payments described in Sections 4, 6 and 7 of the Agreement, then the provisions of such Sections shall be amended to permit such payments following to be made at the Executive’s termination earliest time permitted under such additional regulations, guidance or authority that is practicable and achieves the original intent of employmentthis Agreement.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination 's “Separation from Service” within the meaning of employmentSection 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment 's Separation from Service and ending on the date that is six months and one day following the Executive’s termination of employment 's Separation from Service or, if earlier, on the date of the Executive’s 's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth day of the first full calendar month following the end of the period (“ Delayed Payment Date ”). (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 12 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s 's termination or resignation of employment.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination of employment, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment and ending on the date that is six months and one day following the Executive’s termination of employment or, if earlier, on the date of the Executive’s death. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicablecontrary, the original intent of the applicable provision without violating this Agreement is intended to meet the requirements of Section 409A of the Code. It Code to the extent applicable, the parties intend to administer this Agreement in a manner that is understood that each installment is a separate paymentconsistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. If and to the extent applicable, severance benefits shall be paid first under the “short-term deferral exception” and then under the “separation pay exception” of Section 409A, and any payments that the timing of payment is within the control are considered deferred compensation under 18 Section 409A and that are paid to a “specified employee” (as defined in Section 409A of the Company. Code) upon separation from service shall be subject to a six (iv6) The provisions month delay, if required by Section 409A. If required by Section 409A, any amounts otherwise payable during the six (6) month period that commences on and follows the Executive’s Date of this Section 11 Termination shall apply notwithstanding any provisions of this Agreement related to be paid in one lump sum amount on the timing of payments first business day following the six (6) month period following the Executive’s Date of Termination (or within thirty (30) days of the Executive’s death, if earlier). For purposes of Section 409A of the Code, all payments to be made upon a termination of employmentemployment under this Agreement may only be made upon a “separation from service” (within the meaning of such term under Section 409A of the Code). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments shall be treated as the right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements under this Agreement shall be provided in a manner that complies with Section 409A of the Code, if applicable. If required by regulations or other guidance issued under Section 409A of the Code or a court of competent jurisdiction, the provisions regarding payments hereunder shall be amended to provide for such payments to be made at the time allowed under such regulations, guidance or authority that most closely achieves the intent of this Agreement.

Deferred Compensation. Notwithstanding any other provision (a) The Company shall pay the Executive $2,400,000, in a lump sum, on that date (the "Payment Date") which is thirty (30) days after the earlier of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination of employment, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment and ending on the date that is six months and one day following the Executive’s termination of employment or, if earlier, on the date of the Executive’s death. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar Company's taxable year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, Executive ceases to the extent that the right to reimbursement does not provide for be a “deferral of compensation” "covered employee" within the meaning of Code Section 409A 162(m)(3) or (ii) the date upon which the Company's deduction with respect to all of such deferred salary shall no longer be subject to limitation under Code Section 162(m) or any successor section thereto. Such amount shall be credited with interest from the Codedate of this Agreement to the day immediately preceding the Payment Date at a floating rate equal to the rate which Xxxxxx Guaranty announces from time to time as its prime lending rate, as in effect from time to time, compounded quarterly, and such accrued interest shall be paid to the Executive on the Payment Date (said payment plus interest collectively referred to as the "Deferred Compensation"). (iiib) The Deferred Compensation shall be paid in accordance with the following provisions: (1) The Company shall not accelerate agrees to pay the Deferred Compensation on the Payment Date by wire transfer to an account designated by the Executive prior to the Payment Date. (2) The Company agrees to pay the Deferred Compensation in any payment and all events on the Payment Date without setoff or offset for any claim whatsoever against the provision Executive or any of his affiliates. The existence of any benefits under claim or cause of action on the part of the Company or any of its affiliates against the Executive or his affiliates, whether predicated on this Agreement or make otherwise shall not constitute a defense or provide any such entitle the Company to an offset against the payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. IfDeferred Compensation in full on the Payment Date. (3) Failure to pay the Deferred Compensation on the Payment Date shall constitute a default, in without any need for the good faith judgment Executive to have given notice or demand of any kind to the Company, which notices and demands of any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified kind are expressly waived by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (4) In the event of a default, the Executive shall be entitled to be paid, upon demand, (i) one hundred twenty (120%) percent of the Deferred Compensation plus interest on said amount from the Payment Date until paid at the rate of eighteen (18%) percent per annum (the "Default Rate"); plus all reasonable attorneys' fees and other costs of collection incurred by the Executive in effecting collection of the amounts due hereunder, whether or not a legal action is instituted or prosecuted to judgment. All such costs and expenses shall be added to the amount due under this Section 2, shall be payable on demand, and shall bear interest at the Default Rate from the date incurred until paid in full. (5) In the event of a default, notwithstanding the provisions of Section 13 of this Agreement: (i) the Executive shall be entitled to xxx the Company to effect collection of the amounts due hereunder; (ii) the Company hereby consents to personal jurisdiction and venue and to the exclusive jurisdiction of the Superior Court of the State of New Jersey, Essex County, and the United States District Court for the District of New Jersey for the purpose of all legal proceedings arising out of or relating to this Section 2; (iii) the Company agrees that the service or delivery of process of any such lawsuit shall constitute lawful and valid service of process if made in accordance with any of the methods by which notices may be given pursuant to Section 14; and (iv) The provisions the Company waives any defense based upon personal jurisdiction, venue, improper service, and the right to assert a claim of this Section 11 shall apply notwithstanding any provisions of this Agreement related to FORUM NON CONVENIENS or the timing of payments following the Executive’s termination of employmentlike.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination “Separation from Service” within the meaning of employmentSection 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment Separation from Service and ending on the date that is six months and one day following the Executive’s termination of employment Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth day of the first calendar month following the end of the period (“Delayed Payment Date”). If payment of an amount is delayed as a result of this Section 13(b)(i), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Executive but for this Section 13(b)(i) to the day prior to the Delayed Payment Date. The rate of interest shall be compounded monthly, at the prime rate as published by Citibank NA for the month in which occurs the date of the Executive’s Separation from Service. Such interest shall be paid on the Delayed Payment Date. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company Group policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No The amount of expenses eligible for reimbursement during any a calendar year shall may not affect the amounts expenses eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive Employee is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the ExecutiveEmployee’s termination “Separation from Service” within the meaning of employmentSection 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the ExecutiveEmployee’s termination of employment Separation from Service and ending on the date that is six months and one day following the ExecutiveEmployee’s termination of employment Separation from Service or, if earlier, on the date of the ExecutiveEmployee’s death. The amount of any payment that would otherwise be paid to the Employee during this period shall instead be paid to the Employee on the fifteenth day of the first calendar month following the end of the period (the “Delayed Payment Date”). If payment of an amount is delayed as a result of this Section 8(b)(i), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Employee but for this Section 8(b)(i) to the day prior to the Delayed Payment Date. The rate of interest shall be compounded monthly, at the prime rate as published by Citibank NA for the month in which occurs the date of the Employee’s Separation from Service. Such interest shall be paid on the Delayed Payment Date. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No All reimbursements or provision of in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amount reimbursed or in-kind benefits provided under this Agreement during any calendar the Employee’s taxable year shall may not affect the amounts eligible for reimbursement reimbursed or provided in any other calendar yeartaxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), exceptthe reimbursement of an eligible expense shall be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred, in each case, to the extent that and the right to reimbursement does or provision of in-kind benefit is not provide subject to liquidation or exchange for a “another benefit. (iii) Each payment under this Agreement is intended to be (A) excepted from Section 409A of the Code, including, but not limited to, by compliance with the short-term deferral of compensation” exception as specified in Treasury Regulation § 1.409A-1(b)(4) and the involuntary separation pay exception within the meaning of Treasury Regulation § 1.409A-1(b)(9)(iii), or (B) in the event any Gross Up Payment is made pursuant to Section 3(b) herein, in compliance with Section 409A of the Code, including, but not limited to, being paid pursuant to a fixed schedule or specified date pursuant to Treasury Regulation § 1.409A-3(i)(1)(v), and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). For purposes of Section 409A of the Code. (iii) The Company shall not accelerate any , each installment payment or the provision of any benefits provided under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, shall be treated as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate and distinct payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination “Separation from Service” within the meaning of employmentSection 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment Separation from Service and ending on the date that is six months and one day following the Executive’s termination of employment Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth day of the first calendar month following the end of the period. (ii) With respect to payments or benefits made upon the Executive’s termination of employment, such termination of employment will not be deemed to have occurred unless such termination of employment is also a “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Code. (iii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No The amount of expenses eligible for reimbursement during any a calendar year shall may not affect the amounts expenses eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate payment, and that the timing of payment is within the control of the Company. (iv) The provisions of this Section 11 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination of employment.

Deferred Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s termination “Separation from Service” within the meaning of employmentSection 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment Separation from Service and ending on the date that is six months and one day following the Executive’s termination of employment Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth day of the first full calendar month following the end of the period. (ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. Except as permitted by Section 409A, the right to reimbursement shall not be subject to liquidation or exchange for another benefit. (iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate paymentand distinct payment from all other such payments for purposes of Section 409A of the Code, and that the timing of payment is within the control of the CompanyCompany and in no event may the Executive be permitted to control the year in which any payment occurs. (iv) The provisions of this Section 11 14 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination or resignation of employment.