Common use of Effect of Section 409A of the Code Clause in Contracts

Effect of Section 409A of the Code. It is intended that the payments and benefits provided under this Section 7 shall be exempt from the application of the requirements of Section 409A of the Code (“Section 409A”). Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possible. To the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a separation from service (as defined in accordance with the default rules under Section 409A), and that would otherwise be paid or provided during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income as a result of the failure of this Agreement to comply with the requirements of Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure of the Agreement to comply with Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii)).

Effect of Section 409A of the Code. It For purposes of this Agreement, a termination of employment will mean a “separation from service” as defined in Section 409A of the Code, and each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if the Executive is intended deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Section 409A of the Code. Upon the expiration of the foregoing delay period, all payments and benefits provided delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Section 7 Agreement shall be exempt paid or provided in accordance with the normal payment dates specified for them herein. The determination of whether and when the Executive’s separation from service from the application Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this determination, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the requirements Code. Neither the Company nor the Executive will have the right to accelerate or defer the delivery of any payments or benefits subject to Section 409A of the Code except to the extent that would not create any additional tax liability to the Executive under Section 409A of the Code. This Agreement is intended to comply with the provisions of Section 409A of the Code (“Section 409A”). Specifically, any taxable benefits or payments provided under and this Agreement are intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possibleshall, and to the extent they do not so qualifypracticable, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possiblebe construed in accordance therewith. To the extent that a payment or benefit provided pursuant to Terms defined in this Agreement is not exempt from will have the application meanings given such terms under Section 409A of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, Code if and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under 409A of the Company’s policy for identifying specified employees on his Code. To the extent that reimbursements or her Termination Date, then all amounts due other in-kind benefits under this Plan that Agreement constitute a “deferral of nonqualified deferred compensation” within the meaning for purposes of Section 409A, that are provided as a result (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of a separation from service (as defined in accordance with the default rules under Section 409A), and that would otherwise be paid or provided during the first six months taxable year following the Termination Datetaxable year in which such expenses were incurred by the Executive, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(AB) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in in-kind benefits shall not be subject to liquidation or exchange for another benefit; , and (iiC) the amount of no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in kind benefits, provided during any taxable year shall not in any way affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other taxable year; and (iii) such payments . In no event whatsoever shall be made on the Company Group or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxesadditional tax, interest, penalties interest or other monetary amounts owed penalty that may be imposed on Executive by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income as a result Section 409A of the failure of this Agreement to comply with the requirements of Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure of the Agreement Code or damages for failing to comply with Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii))of the Code.

Effect of Section 409A of the Code. It is intended Notwithstanding anything to the contrary in this Agreement, if the Company determines that any payments or taxable benefits to be provided to the Executive pursuant to Sections 5 through 12 of this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (the “409A Taxes”) as applicable at the time such payments and benefits provided under this Section 7 shall be exempt from the application of the requirements of Section 409A of the Code (“Section 409A”). Specifically, any taxable benefits or payments provided are otherwise required under this Agreement are intended to be separate payments that qualify unless payment is delayed for at least six (6) months following the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possible. To the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application date of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean Executive’s “separation from service” (as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a separation from service (as defined in accordance with the default rules under Section 409A)) with the Company, and that would otherwise be paid or provided during the first six months following the Termination Date, then: (a) (i) such payments shall be accumulated through and paid or provided (together with interest at delayed until the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day date that is more than six months after the date of the Termination Date Executive’s “separation from service” (oras such term is defined under Section 409A) with the Company, if or for shorter period of time that the Participant dies during such six month period, on Company determines is sufficient to avoid the date imposition of the Participant’s death409A Taxes (the “Payments Delay Period”). With regard to any provision herein that provides for reimbursement of costs , and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made increased by an amount equal to interest on or before such payments for the last day Payments Delay Period at a rate equal to the prime rate in effect as of the Participant’s date the payment was first due (for this purpose, the prime rate will be based on the rate published from time to time in the Wall Street Journal) (the “Interest Rate”); and (b) (i) with respect to the provision of such taxable year benefits, for a period of six months following the taxable year in which the expense occurred, or such earlier date as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment of the benefits provided Executive’s “separation from service” (as such term is defined under this Agreement is not warranted or guaranteed. Neither Section 409A) with the Company, its affiliates nor their respective directorsor for shorter period of time that the Company determines is sufficient to avoid the imposition of the 409A Taxes (the “Benefits Delay Period”), officers, employees or advisers the Executive shall be held liable responsible for any taxesthe full cost of providing such taxable benefits, interest, penalties or other monetary amounts owed by Executive and (or any other individual claiming a benefit through Executiveii) as a result of this Agreement. Upon on the inclusion of any amount into the Participant’s income as a result of the failure of this Agreement to comply with the requirements of Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable first day following the discovery Benefits Delay Period, the Company shall reimburse the Executive for the costs of providing such benefits imposed on the failure of Executive during the Agreement to comply with Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii))Benefits Delay Period, plus interest accrued at the Interest Rate.

Effect of Section 409A of the Code. It (i) For purposes of this Agreement, to the extent a payment is intended deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), a termination of employment shall mean a separation from service as defined in The Finish Line, Inc. Non-Qualified Deferred Compensation Plan (Amended and Restated Effective January 1, 2012), as amended. (ii) Notwithstanding anything to the contrary in this Agreement, if the Company determines (A) that on the date Executive’s employment with the Company terminates or at such other time that the payments and benefits provided Company determines to be relevant, Executive is a “specified employee” (as such term is defined under this Section 7 shall be exempt from the application 409A) of the requirements Company and (B) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (“Section 409A409A Taxes”). Specifically, any taxable benefits or payments ) if provided at the time otherwise required under this Agreement are intended to be separate then (1) such payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possible. To the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean delayed until the date that is six months after date of Executive’s “separation from service” with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes (the “Payment Delay Period”) and (2) such term is defined in Section 409A. To payments shall be increased by an amount equal to interest on such payments for the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein Payment Delay Period at a rate equal to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” prime rate in effect as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a separation from service (as defined in accordance with the default rules under Section 409A), and that would otherwise be paid or provided during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect date the payment was first due plus one point (for this purpose, the prime rate will be based on the Termination Daterate published from time to time in The Wall Street Journal). (iii) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard respect to any provision herein that provides for reimbursement of costs and or expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. This Section 7(g) provision shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A1.409A-3(i)(1)(iv). The With respect to any provision that provides for reimbursement of medical expenses, such provision shall be interpreted in accordance with Treas. Reg. § 1.409A-1(b)(9)(v)(A). (iv) Although the Company will use its reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon . (v) To the inclusion of any amount into extent there is a Section 409A issue that can be resolved through participation in a voluntary corrections program maintained by the Participant’s income as a result of Internal Revenue Service, the failure of this Agreement Company will reasonably cooperate with Executive to comply with the requirements of such program, provided Executive gives timely notice to the Company if Executive receives any communications from the Internal Revenue Service or otherwise indicating that a Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure of the Agreement to comply with Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii))issue has arisen and Executive pays all fees, expenses and penalties associated therewith.

Effect of Section 409A of the Code. It is intended Notwithstanding anything to the contrary in this Agreement, if the Company determines that any payments or benefits to be provided to the payments and benefits provided under this Section 7 shall be exempt from the application Executive pursuant to Sections 5 through 12 of the requirements of Section 409A of the Code (“Section 409A”). Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short term deferral” exception to Section 409A or may become subject to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possible. To the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a separation from service (as defined in accordance with the default rules additional tax under Section 409A), and that would otherwise be paid or provided during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A409A(a)(1)(B) of the Code in effect on or any other taxes or penalties imposed under Section 409A (the Termination Date“409A Taxes”) on as applicable at the first business day time such payments and benefits are otherwise required under this Agreement, then: (a) (i) such payments shall be delayed until the date that is more than six months after the date of the Termination Date Executive’s “separation from service” (oras such term is defined under Section 409A) with the Company, if or for shorter period of time that the Participant dies during such six month period, on Company determines is sufficient to avoid the date imposition of the Participant’s death409A Taxes (the “Payments Delay Period”). With regard to any provision herein that provides for reimbursement of costs , and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made increased by an amount equal to interest on or before such payments for the last day Payments Delay Period at a rate equal to the prime rate in effect as of the Participant’s taxable year date the payment was first due (for this purpose, the prime rate will be based on the rate published from time to time in the Wall Street Journal) (the “Interest Rate”); and (b) (i) with respect to the provision of such benefits, for a period of six months following the taxable year in which the expense occurred, or such earlier date as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment of the benefits provided Executive’s “separation from service” (as such term is defined under this Agreement is not warranted or guaranteed. Neither Section 409A) with the Company, its affiliates nor their respective directorsor for shorter period of time that the Company determines is sufficient to avoid the imposition of the 409A Taxes (the “Benefits Delay Period”), officers, employees or advisers the Executive shall be held liable responsible for any taxesthe full cost of providing such benefits, interest, penalties or other monetary amounts owed by Executive and (or any other individual claiming a benefit through Executiveii) as a result of this Agreement. Upon on the inclusion of any amount into the Participant’s income as a result of the failure of this Agreement to comply with the requirements of Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable first day following the discovery Benefits Delay Period, the Company shall reimburse the Executive for the costs of providing such benefits imposed on the failure of Executive during the Agreement to comply with Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii))Benefits Delay Period, plus interest accrued at the Interest Rate.

Effect of Section 409A of the Code. It is intended Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the any payments and or benefits to be provided under this to Executive pursuant to Section 7 shall be exempt from the application 6 of the requirements of Section 409A of the Code (“Section 409A”). Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short term deferral” exception to Section 409A or may become subject to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possible. To the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a separation from service (as defined in accordance with the default rules additional tax under Section 409A), and that would otherwise be paid or provided during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A409A(a)(1)(B) of the Code in effect on or any other taxes or penalties imposed under Section 409A ("409A Taxes") as applicable at the Termination Datetime such payments and benefits are otherwise required under this Agreement, then: (a) on (i) such payments shall be delayed until the first business day date that is more than six months after the date of the Termination Date Executive's "separation from service" (or, if the Participant dies during as such six month period, on the date of the Participant’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by term is defined under Section 409A: ) with the Company, or such shorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; "Payments Delay Period"), and (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made increased by an amount equal to interest on or before such payments for the last day Payments Delay Period at a rate equal to the 120-month rolling average yield to maturity of the Participant’s taxable index called the "Xxxxxxx Xxxxx U.S. Corporates, A Rated, 15+ Years Index" (or any successor index, or if neither exists, the most similar index which does exist) as of December 31 of the year following preceding the taxable year in which the expense occurredPayments Delay Period commences, compounded annually (the "Interest Rate"); (i) with respect to the provision of such benefits, for a period of six months following the date of Executive's "separation from service" (as such term is defined under Section 409A) with the Company, or such earlier date as required hereunder. This Section 7(g) shorter period, that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the "Benefits Delay Period"), Executive shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). responsible for the full cost of providing such benefits, and (ii) on the first day following the Benefits Delay Period, the Company shall reimburse Executive for the costs of providing such benefits imposed on Executive during the Benefits Delay Period, plus interest accrued at the Interest Rate; and (c) The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers Company shall fund any payments to Executive that are to be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income delayed as a result of the failure imposition of a Payment Delay Period (including the interest to be paid with respect to such delayed payments) and/or any payments that are expected to be paid to Executive as a result of the imposition of a Benefits Delay Period (including any interest to be paid with respect thereto) (collectively, the "Delayed Payments") by establishing and irrevocably funding a trust for the benefit of Executive. Such trust shall be a grantor trust described in Section 671 of the Code and intended not to cause tax to be incurred by Executive until amounts are paid out from the trust to Executive. The trust shall provide for distribution of amounts to Executive in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Payment Delay Period pursuant to this Agreement Section 17, but only to comply with the requirements of extent permissible under Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure Code without the imposition of 409A Taxes. The amount of such fund shall equal a good faith estimate of the Agreement Delayed Payments determined by the Company in consultation with Executive. The establishment and funding of such trust shall not affect the obligation of the Company to comply with pay the Delayed Payments pursuant to this Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii))17."

Effect of Section 409A of the Code. It The Plan is intended to provide payments that the payments and benefits provided under this Section 7 shall be are exempt from or compliant with the application of the requirements provisions of Section 409A of and the Code (“Section 409A”)Plan shall be interpreted accordingly. Specifically, any taxable benefits or payments provided Each payment under this Agreement are the Plan is intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to compliant with or excepted from Section 409A, to including, but not limited to, by compliance with the maximum extent possible. To short-term deferral exception as specified in Treasury Regulation § 1.409A-l(b)(4) and the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “involuntary separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” pay exception within the meaning of Section 409ATreasury Regulation § l.409A-l(b)(9)(iii), that are provided as a result and the provisions of a separation from service the Plan will be administered, interpreted and construed accordingly (as defined or disregarded to the extent such provision cannot be so administered, interpreted or construed). All reimbursements or provision of in-kind benefits pursuant to the Plan shall be made in accordance with Treasury Regulation § 1.409A-3(i)(l)(iv) such that the default rules 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 Section 409A), and that would otherwise be paid or provided the Plan during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the ParticipantDesignated Employee’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall may not affect the expenses eligible for reimbursement, amounts reimbursed or in kind benefits to be provided, provided in any other taxable year; and year (iii) such payments except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the ParticipantDesignated Employee’s taxable year following the taxable year in which the expense occurredwas incurred, and the right to reimbursement or provision of in-kind benefit is not subject to liquidation or exchange for another benefit. In the event that any Designated Employee also participates in any other severance arrangement sponsored and maintained by the Company, and if the payments under this plan or the other severance arrangement are nonqualified deferred compensation within the meaning of Section 409A (as defined in this Section 10 of this Plan), then the time and form of payments to be made under this Plan and the other severance arrangement, to the extent they are of the same amounts, will be conformed so that such payments are in compliance with the requirements of Section 409A. Notwithstanding anything to the contrary in this Plan, if, upon the advice of its counsel, Perspecta determines that any payments or benefits to be provided to a Designated Employee who is a “Specified Employee” (as such term is defined under Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section 409A”)) of an Employer (a “Specified Employee”) by Perspecta or the Employer pursuant to Section 4 of this Plan are or may become subject to the additional tax under Section 409A(a)(l)(B) or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such payments and benefits are otherwise required under this Plan, then: (a) (i) such payments shall be delayed until the date that is the earlier of six months after date of the Specified Employee’s “separation from service” (as such term is defined under Section 409A) with the Company or the date of the Specified Employee’s death, or such earlier date as required hereunder. This Section 7(gshorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Payments Delay Period”), and (ii) such payments shall be interpreted in accordance increased by an amount equal to interest on such payments for the Payments Delay Period at a rate equal to the default rate credited to amounts deferred under Perspecta’s Deferred Compensation Plan, as amended; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis (the “Interest Rate”); (b) (i) with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment respect to the provision of such benefits, for a period of six months following date of the benefits provided Specified Employee’s “separation from service” (as such term is defined under this Agreement is not warranted or guaranteed. Neither Section 409A) with the Company, its affiliates nor their respective directorsor such shorter period, officersthat, employees or advisers in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Benefits Delay Period”), the Specified Employee shall be held liable responsible for the full cost of providing such benefits, and (ii) on the first day following the Benefits Delay Period, the Employer shall reimburse the Specified Employee for the costs of providing such benefits imposed on the Specified Employee during the Benefits Delay Period, plus interest accrued at the Interest Rate; and (c) the applicable Employer shall fund any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming payments to a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income Specified Employee that are to be delayed as a result of the failure imposition of a Payment Delay Period (including the interest to be paid with respect to such delayed payments) and/or any payments that are expected to be paid to a Specified Employee as a result of the imposition of a Benefits Delay Period (including any interest to be paid with respect thereto) (collectively, the “Delayed Payments”) by establishing and irrevocably funding a trust for the benefit of the applicable Specified Employee. Such trust shall be a grantor trust described in Section 671 of the Code and intended not to cause tax to be incurred by the Specified Employee until amounts are paid out from the trust to the Specified Employee. The trust shall provide for distribution of amounts to the Specified Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Payment Delay Period pursuant to this Agreement Section 10, but only to comply the extent permissible under Section 409A of the Code without the imposition of 409A Taxes. The amount of such fund shall equal a good faith estimate of the Delayed Payments determined by the Company in consultation with the requirements Specified Employee. The establishment and funding of such trust shall not affect the obligation of the applicable Employer to pay the Delayed Payments pursuant to this Section 409A a distribution not to exceed the amount that 10. Specified Employees shall be included identified as provided in income shall be made Perspecta’s Specified Employee Determination Policy, as soon as is administratively practicable following the discovery of the failure of the Agreement to comply with Section 409A amended. This SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii“Agreement”), dated as of ______________ is made and entered into by and between Perspecta Inc., a Nevada corporation (the “Company”), and _________________ (the “Executive”).

Effect of Section 409A of the Code. It The Plan is intended to provide payments that the payments and benefits provided under this Section 7 shall be are exempt from or compliant with the application of the requirements provisions of Section 409A of and the Code (“Section 409A”)Plan shall be interpreted accordingly. Specifically, any taxable benefits or payments provided Each payment under this Agreement are the Plan is intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to compliant with or excepted from Section 409A, to including, but not limited to, by compliance with the maximum extent possible. To short-term deferral exception as specified in Treasury Regulation § 1.409A-1(b)(4) and the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “involuntary separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” pay exception within the meaning of Section 409ATreasury Regulation § 1.409A-1(b)(9)(iii), that are provided as a result and the provisions of a separation from service the Plan will be administered, interpreted and construed accordingly (as defined or disregarded to the extent such provision cannot be so administered, interpreted or construed). All reimbursements or provision of in-kind benefits pursuant to the Plan shall be made in accordance with Treasury Regulation § 1.409A-3(i)(l)(iv) such that the default rules 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 Section 409A), and that would otherwise be paid or provided the Plan during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the ParticipantDesignated Employee’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall may not affect the expenses eligible for reimbursement, amounts reimbursed or in kind benefits to be provided, provided in any other taxable year; and year (iii) such payments except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the ParticipantDesignated Employee’s taxable year following the taxable year in which the expense occurredwas incurred, and the right to reimbursement or provision of in-kind benefit is not subject to liquidation or exchange for another benefit. In the event that any Designated Employee also participates in any other severance arrangement sponsored and maintained by the Company, and if the payments under this plan or the other severance arrangement are nonqualified deferred compensation within the meaning of Section 409A (as defined in this Section 10 of this Plan), then the time and form of payments to be made under this Plan and the other severance arrangement, to the extent they are of the same amounts, will be conformed so that such payments are in compliance with the requirements of Section 409A. Notwithstanding anything to the contrary in this Plan, if, upon the advice of its counsel, DXC determines that any payments or benefits to be provided to a Designated Employee who is a “Specified Employee” (as such term is defined under Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section 409A”)) of an Employer (a “Specified Employee”) by DXC or the Employer pursuant to Section 4 of this Plan are or may become subject to the additional tax under Section 409A(a)(l)(B) or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such payments and benefits are otherwise required under this Plan, then: (a) (i) such payments shall be delayed until the date that is the earlier of six months after date of the Specified Employee’s “separation from service” (as such term is defined under Section 409A) with the Company or the date of the Specified Employee’s death, or such earlier date as required hereunder. This Section 7(gshorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Payments Delay Period”), and (ii) such payments shall be interpreted in accordance increased by an amount equal to interest on such payments for the Payments Delay Period at a rate equal to the default rate credited to amounts deferred under DXC’s Deferred Compensation Plan, as amended; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis (the “Interest Rate”); (b) (i) with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment respect to the provision of such benefits, for a period of six months following date of the benefits provided Specified Employee’s “separation from service” (as such term is defined under this Agreement is not warranted or guaranteed. Neither Section 409A) with the Company, its affiliates nor their respective directorsor such shorter period, officersthat, employees or advisers in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Benefits Delay Period”), the Specified Employee shall be held liable responsible for the full cost of providing such benefits, and (ii) on the first day following the Benefits Delay Period, the Employer shall reimburse the Specified Employee for the costs of providing such benefits imposed on the Specified Employee during the Benefits Delay Period, plus interest accrued at the Interest Rate; and (c) the applicable Employer shall fund any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming payments to a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income Specified Employee that are to be delayed as a result of the failure imposition of a Payment Delay Period (including the interest to be paid with respect to such delayed payments) and/or any payments that are expected to be paid to a Specified Employee as a result of the imposition of a Benefits Delay Period (including any interest to be paid with respect thereto) (collectively, the “Delayed Payments”) by establishing and irrevocably funding a trust for the benefit of the applicable Specified Employee. Such trust shall be a grantor trust described in Section 671 of the Code and intended not to cause tax to be incurred by the Specified Employee until amounts are paid out from the trust to the Specified Employee. The trust shall provide for distribution of amounts to the Specified Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Payment Delay Period pursuant to this Agreement Section 10, but only to comply the extent permissible under Section 409A of the Code without the imposition of 409A Taxes. The amount of such fund shall equal a good faith estimate of the Delayed Payments determined by the Company in consultation with the requirements Specified Employee. The establishment and funding of such trust shall not affect the obligation of the applicable Employer to pay the Delayed Payments pursuant to this Section 409A a distribution not to exceed the amount that 10. Specified Employees shall be included identified as provided in income shall be made DXC’s Specified Employee Determination Policy, as soon as is administratively practicable following the discovery of the failure of the Agreement to comply with Section 409A amended. This SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii11Agreement”), dated as of is made and entered into by and between DXC Technology Company, a Nevada corporation (the 11Company”), and (the 11Executive”).

Effect of Section 409A of the Code. It For purposes of this Agreement, a termination of employment will mean a “separation from service” as defined in Section 409A of the Code, and each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if the Executive is intended deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Section 409A of the Code. Upon the expiration of the foregoing delay period, all payments and benefits provided delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Section 7 Agreement shall be exempt paid or provided in accordance with the normal payment dates specified for them herein. The determination of whether and when the Executive’s separation from service from the application Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section1.409A-l(h). Solely for purposes of this determination, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the requirements Code. Neither the Company nor the Executive will have the right to accelerate or defer the delivery of any payments or benefits subject to Section 409A of the Code except to the extent that would not create any additional tax liability to the Executive under Section 409A of the Code. This Agreement is intended to comply with the provisions of Section 409A of the Code (“Section 409A”). Specifically, any taxable benefits or payments provided under and this Agreement are intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possibleshall, and to the extent they do not so qualifypracticable, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possiblebe construed in accordance therewith. To the extent that a payment or benefit provided pursuant to Terms defined in this Agreement is not exempt from will have the application meanings given such terms under Section 409A of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, Code if and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under 409A of the Company’s policy for identifying specified employees on his Code. To the extent that reimbursements or her Termination Date, then all amounts due other in-kind benefits under this Plan that Agreement constitute a “deferral of nonqualified deferred compensation” within the meaning for purposes of Section 409A, that are provided as a result (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of a separation from service (as defined in accordance with the default rules under Section 409A), and that would otherwise be paid or provided during the first six months taxable year following the Termination Datetaxable year in which such expenses were incurred by the Executive, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(AB) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in in-kind benefits shall not be subject to liquidation or exchange for another benefit; , and (iiC) the amount of no such reimbursement, expenses eligible for reimbursement, or in- kind benefits provided in kind benefits, provided during any taxable year shall not in any way affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other taxable year; and (iii) such payments . In no event whatsoever shall be made on the Company Group or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxesadditional tax, interest, penalties interest or other monetary amounts owed penalty that may be imposed on Executive by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income as a result Section 409A of the failure of this Agreement to comply with the requirements of Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure of the Agreement Code or damages for failing to comply with Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii))of the Code.

Effect of Section 409A of the Code. It (i) For purposes of this Agreement, to the extent a payment is intended deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), a termination of employment shall mean a separation from service as defined in The Finish Line, Inc. Non-Qualified Deferred Compensation Plan (Amended and Restated Effective January 1, 2012), as amended. (ii) Notwithstanding anything to the contrary in this Agreement, if the Company determines (A) that on the date Executive’s employment with the Company terminates or at such other time that the payments and benefits provided Company determines to be relevant, Executive is a “specified employee” (as such term is defined under this Section 7 shall be exempt from the application 409A) of the requirements Company and (B) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (“Section 409A409A Taxes”). Specifically, any taxable benefits or payments ) if provided at the time otherwise required under this Agreement are intended to be separate then (1) such payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possible. To the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean delayed until the date that is six months after date of Executive’s “separation from service” with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes (the “Payment Delay Period”) and (2) such term is defined in Section 409A. To payments shall be increased by an amount equal to interest on such payments for the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein Payment Delay Period at a rate equal to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” prime rate in effect as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a separation from service (as defined in accordance with the default rules under Section 409A), and that would otherwise be paid or provided during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect date the payment was first due plus one point (for this purpose, the prime rate will be based on the Termination Daterate published from time to time in The Wall Street Journal). (iii) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard respect to any provision herein that provides for reimbursement of costs and or expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. This Section 7(g) provision shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A1.409A-3(i)(1)(iv). The With respect to any provision that provides for reimbursement of medical expenses, such provision shall be interpreted in accordance with Treas. Reg. § 1.409A-1(b)(9)(v)(A). (iv) Although the Company will use its reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income as a result of the failure of this Agreement to comply with the requirements of Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure of the Agreement to comply with Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii)).

Effect of Section 409A of the Code. It is intended Notwithstanding anything to the contrary in this Agreement or the Addendum, if the Company determines (i) that on the Termination Date or at such other time that the payments and benefits provided under this Section 7 shall be exempt from the application of the requirements of Section 409A of the Code (“Section 409A”). Specifically, any taxable benefits or payments provided under this Agreement are intended Company determines to be separate payments that qualify for relevant, the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possible. To the extent that Executive is a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “separation from service” "specified employee" (as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a separation from service (as defined in accordance with the default rules under Section 409A), ) of the Company and (ii) that would otherwise any payments or benefits to be paid provided to the Executive pursuant to this Agreement and/or the Addendum are or provided during may become subject to the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate additional tax under Section 7872(f)(2)(A409A(a)(1)(B) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year; and taxes or penalties imposed under Section 409A (iii"Section 409A Taxes") if provided at the time otherwise required under this Agreement or the Addendum, as applicable, then: (a) such payments shall be made on or before delayed until the last day date that is six months after date of the Participant’s taxable year following Executive's "separation from service" (as such term is defined under Section 409A) with the taxable year in which the expense occurredCompany, or such earlier date shorter period that, as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither determined by the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon is sufficient to avoid the inclusion of any amount into the Participant’s income as a result of the failure of this Agreement to comply with the requirements imposition of Section 409A Taxes (the "Payment Delay Period"); and (b) (i) with respect to the provision of such benefits, for a distribution not period of six months following the date of the Executive's "separation from service" (as such term is defined under Section 409A) with the Company, or such shorter period, that, as determined by the Company, is sufficient to exceed avoid the amount that imposition of Section 409A Taxes (the "Benefits Delay Period"), the Executive shall be included in income shall be made as soon as is administratively practicable responsible for the full cost of providing such benefits, and (ii) on the first day following the discovery expiration of the failure Benefits Delay Period, the Company shall reimburse the Executive for the costs of providing such benefits imposed on the Agreement to comply with Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii))Executive during the Benefits Delay Period.

Effect of Section 409A of the Code. It The Plan is intended to provide payments that the payments and benefits provided under this Section 7 shall be are exempt from or compliant with the application of the requirements provisions of Section 409A of and the Code (“Section 409A”)Plan shall be interpreted accordingly. Specifically, any taxable benefits or payments provided Each payment under this Agreement are the Plan is intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to compliant with or excepted from Section 409A, to including, but not limited to, by compliance with the maximum extent possible. To short-term deferral exception as specified in Treasury Regulation § 1.409A-l(b)(4) and the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “involuntary separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” pay exception within the meaning of Section 409ATreasury Regulation § l.409A-l(b)(9)(iii), that are provided as a result and the provisions of a separation from service the Plan will be administered, interpreted and construed accordingly (as defined or disregarded to the extent such provision cannot be so administered, interpreted or construed). All reimbursements or provision of in-kind benefits pursuant to the Plan shall be made in accordance with Treasury Regulation § 1.409A-3(i)(l)(iv) such that the default rules 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 Section 409A), and that would otherwise be paid or provided the Plan during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any Designated Employee's taxable year shall may not affect the expenses eligible for reimbursement, amounts reimbursed or in kind benefits to be provided, provided in any other taxable year; and year (iii) such payments except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Participant’s Designated Employee's taxable year following the taxable year in which the expense occurredwas incurred, and the right to reimbursement or provision of in-kind benefit is not subject to liquidation or exchange for another benefit. In the event that any Designated Employee also participates in any other severance arrangement sponsored and maintained by the Company, and if the payments under this plan or the other severance arrangement are nonqualified deferred compensation within the meaning of Section 409A (as defined in this Section 10 of this Plan), then the time and form of payments to be made under this Plan and the other severance arrangement, to the extent they are of the same amounts, will be conformed so that such payments are in compliance with the requirements of Section 409A. Notwithstanding anything to the contrary in this Plan, if, upon the advice of its counsel, Perspecta determines that any payments or benefits to be provided to a Designated Employee who is a "Specified Employee" (as such term is defined under Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, "Section 409A")) of an Employer (a "Specified Employee") by Perspecta or the Employer pursuant to Section 4 of this Plan are or may become subject to the additional tax under Section 409A(a)(l)(B) or any other taxes or penalties imposed under Section 409A ("409A Taxes") as applicable at the time such payments and benefits are otherwise required under this Plan, then: (a) (i) such payments shall be delayed until the date that is the earlier of six months after date of the Specified Employee's "separation from service" (as such term is defined under Section 409A) with the Company or the date of the Specified Employee's death, or such earlier date as required hereunder. This Section 7(gshorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the "Payments Delay Period"), and (ii) such payments shall be interpreted in accordance increased by an amount equal to interest on such payments for the Payments Delay Period at a rate equal to the default rate credited to amounts deferred under Perspecta’s Deferred Compensation Plan, as amended; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis (the "Interest Rate"); (b) (i) with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment respect to the provision of such benefits, for a period of six months following date of the benefits provided Specified Employee's "separation from service" (as such term is defined under this Agreement is not warranted or guaranteed. Neither Section 409A) with the Company, its affiliates nor their respective directorsor such shorter period, officersthat, employees or advisers in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the "Benefits Delay Period"), the Specified Employee shall be held liable responsible for the full cost of providing such benefits, and (ii) on the first day following the Benefits Delay Period, the Employer shall reimburse the Specified Employee for the costs of providing such benefits imposed on the Specified Employee during the Benefits Delay Period, plus interest accrued at the Interest Rate; and (c) the applicable Employer shall fund any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming payments to a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income Specified Employee that are to be delayed as a result of the failure imposition of a Payment Delay Period (including the interest to be paid with respect to such delayed payments) and/or any payments that are expected to be paid to a Specified Employee as a result of the imposition of a Benefits Delay Period (including any interest to be paid with respect thereto) (collectively, the "Delayed Payments") by establishing and irrevocably funding a trust for the benefit of the applicable Specified Employee. Such trust shall be a grantor trust described in Section 671 of the Code and intended not to cause tax to be incurred by the Specified Employee until amounts are paid out from the trust to the Specified Employee. The trust shall provide for distribution of amounts to the Specified Employee in order to pay taxes, if any that become due on the amounts as to which payment is being delayed during the Payment Delay Period pursuant to this Agreement Section 10, but only to comply the extent permissible under Section 409A of the Code without the imposition of 409A Taxes. The amount of such fund shall equal a good faith estimate of the Delayed Payments determined by the Company in consultation with the requirements Specified Employee. The establishment and funding of such trust shall not affect the obligation of the applicable Employer to pay the Delayed Payments pursuant to this Section 409A a distribution not to exceed the amount that 10. Specified Employees shall be included identified as provided in income shall be made Perspecta’s Specified Employee Determination Policy, as soon as is administratively practicable following the discovery of the failure of the Agreement to comply with Section 409A amended. This SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii“Agreement"), dated as of is made and entered into by and between Perspecta Inc., a Nevada corporation (the “Company"), and (the "Executive").

Effect of Section 409A of the Code. It Notwithstanding anything to the contrary in this Plan, if, upon the advice of its counsel, CSC determines that any payments or benefits to be provided to a Designated Employee who is intended that the payments and benefits provided a “specified employee” (as such term is defined under this Section 7 shall be exempt from the application of the requirements of Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section 409A”). Specifically, ) of an Employer (a “Specified Employee”) by CSC or the Employer pursuant to Sections 5 or 6 of this Plan are or may become subject to the additional tax under Section 409A(a)(1)(B) or any taxable other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such payments and benefits or payments provided are otherwise required under this Agreement are intended to Plan, then: (a) (i) such payments shall be separate payments delayed until the date that qualify for is the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possible. To the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application earlier of six months after date of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean Specified Employee’s “separation from service” (as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a separation from service (as defined in accordance with the default rules under Section 409A), and that would otherwise be paid ) with the Company or provided during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the ParticipantSpecified Employee’s death, or such shorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Payments Delay Period”). With regard to any provision herein that provides for reimbursement of costs , and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made increased by an amount equal to interest on or before such payments for the last day Payments Delay Period at a rate equal to the 120-month rolling average yield to maturity of the Participant’s taxable index called the “Mxxxxxx Lxxxx U.S. Corporates, A Rated, 15+ Years Index” as of December 31 of the year following preceding the taxable year in which the expense occurredPayments Delay Period commences, compounded annually (the “Interest Rate”); (i) with respect to the provision of such benefits, for a period of six months following date of the Specified Employee’s “separation from service” (as such term is defined under Section 409A) with the Company, or such earlier date as required hereunder. This Section 7(g) shorter period, that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Benefits Delay Period”), the Specified Employee shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). responsible for the full cost of providing such benefits, and (ii) on the first day following the Benefits Delay Period, the Employer shall reimburse the Specified Employee for the costs of providing such benefits imposed on the Specified Employee during the Benefits Delay Period, plus interest accrued at the Interest Rate; and (c) The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers applicable Employer shall fund any payments to a Specified Employee that are to be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income delayed as a result of the failure imposition of a Payment Delay Period (including the interest to be paid with respect to such delayed payments) and/or any payments that are expected to be paid to a Specified Employee as a result of the imposition of a Benefits Delay Period (including any interest to be paid with respect thereto) (collectively, the “Delayed Payments”) by establishing and irrevocably funding a trust for the benefit of the applicable Specified Employee. Such trust shall be a grantor trust described in Section 671 of the Code and intended not to cause tax to be incurred by the Specified Employee until amounts are paid out from the trust to the Specified Employee. The trust shall provide for distribution of amounts to the Specified Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Payment Delay Period pursuant to this Agreement Section 11, but only to comply the extent permissable under Section 409A of the Code without the imposition of 409A Taxes. The amount of such fund shall equal a good faith estimate of the Delayed Payments determined by the Company in consultation with the requirements Specified Employee. The establishment and funding of such trust shall not affect the obligation of the applicable Employer to pay the Delayed Payments pursuant to this Section 409A a distribution not to exceed the amount that 11. The “identification date” (as defined under Section 409A) for purposes of identifying Specified Employees shall be included in income September 30 of each calendar year. Individuals identified on any identification date shall be made treated as soon as is administratively practicable Specified Employees for the 12-month period beginning on January 1 of the calendar year following the discovery year of the failure identification date. In determining whether an individual is a Specified Employee as of an identification date, all individuals who are nonresident aliens during the Agreement to comply with Section 409A entire 12-month period ending on such identification date shall be excluded for purposes of determining which individuals will be Specified Employees. This SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii“Agreement”), dated as of _______________ is made and entered into by and between Computer Sciences Corporation, a Nevada corporation (the “Company”), and _____________________ (the “Executive”).

Effect of Section 409A of the Code. It Notwithstanding anything to the contrary in this Plan, if, upon the advice of its counsel, CSC determines that any payments or benefits to be provided to a Designated Employee who is intended that the payments and benefits provided a "specified employee" (as such term is defined under this Section 7 shall be exempt from the application of the requirements of Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (“collectively, "Section 409A”"). Specifically, ) of an Employer (a "Specified Employee") by CSC or the Employer pursuant to Sections 5 or 6 of this Plan are or may become subject to the additional tax under Section 409A(a)(1)(B) or any taxable other taxes or penalties imposed under Section 409A ("409A Taxes") as applicable at the time such payments and benefits or payments provided are otherwise required under this Agreement are intended to Plan, then: (a) (i) such payments shall be separate payments delayed until the date that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possible. To the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application six months after date of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “Specified Employee's "separation from service” " (as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a separation from service (as defined in accordance with the default rules under Section 409A) with the Company, or such shorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the "Payments Delay Period"), and that would otherwise be paid or provided during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made increased by an amount equal to interest on or before such payments for the last day Payments Delay Period at a rate equal to the 120-month rolling average yield to maturity of the Participant’s taxable index called the "Xxxxxxx Xxxxx U.S. Corporates, A Rated, 15+ Years Index" as of December 31 of the year following preceding the taxable year in which the expense occurredPayments Delay Period commences, compounded annually (the "Interest Rate"); (i) with respect to the provision of such benefits, for a period of six months following date of the Specified Employee's "separation from service" (as such term is defined under Section 409A) with the Company, or such earlier date as required hereunder. This Section 7(g) shorter period, that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the "Benefits Delay Period"), the Specified Employee shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). responsible for the full cost of providing such benefits, and (ii) on the first day following the Benefits Delay Period, the Employer shall reimburse the Specified Employee for the costs of providing such benefits imposed on the Specified Employee during the Benefits Delay Period, plus interest accrued at the Interest Rate; and (c) The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers applicable Employer shall fund any payments to a Specified Employee that are to be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income delayed as a result of the failure imposition of a Payment Delay Period (including the interest to be paid with respect to such delayed payments) and/or any payments that are expected to be paid to a Specified Employee as a result of the imposition of a Benefits Delay Period (including any interest to be paid with respect thereto) (collectively, the "Delayed Payments") by establishing and irrevocably funding a trust for the benefit of the applicable Specified Employee. Such trust shall be a grantor trust described in Section 671 of the Code and intended not to cause tax to be incurred by the Specified Employee until amounts are paid out from the trust to the Specified Employee. The trust shall provide for distribution of amounts to the Specified Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Payment Delay Period pursuant to this Agreement Section 11, but only to comply the extent permissable under Section 409A of the Code without the imposition of 409A Taxes. The amount of such fund shall equal a good faith estimate of the Delayed Payments determined by the Company in consultation with the requirements Specified Employee. The establishment and funding of such trust shall not affect the obligation of the applicable Employer to pay the Delayed Payments pursuant to this Section 409A a distribution not to exceed the amount that 11. The "identification date" (as defined under Section 409A) for purposes of identifying Specified Employees shall be included in income September 30 of each calendar year. Individuals identified on any identification date shall be made treated as soon as is administratively practicable Specified Employees for the 12-month period beginning on January 1 of the calendar year following the discovery year of the failure identification date. In determining whether an individual is a Specified Employee as of an identification date, all individuals who are nonresident aliens during the Agreement to comply with Section 409A entire 12-month period ending on such identification date shall be excluded for purposes of determining which individuals will be Specified Employees. This SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii"Agreement"), dated as of _______________ is made and entered into by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and _____________________ (the "Executive").

Effect of Section 409A of the Code. It The Plan is intended to provide payments that the payments and benefits provided under this Section 7 shall be are exempt from or compliant with the application of the requirements provisions of Section 409A of and the Code (“Section 409A”)Plan shall be interpreted accordingly. Specifically, any taxable benefits or payments provided Each payment under this Agreement are the Plan is intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to compliant with or excepted from Section 409A, to including, but not limited to, by compliance with the maximum extent possible. To short-term deferral exception as specified in Treasury Regulation § 1.409A-l(b)(4) and the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “involuntary separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” pay exception within the meaning of Section 409ATreasury Regulation § l.409A-l(b)(9)(iii), that are provided as a result and the provisions of a separation from service the Plan will be administered, interpreted and construed accordingly (as defined or disregarded to the extent such provision cannot be so administered, interpreted or construed). All reimbursements or provision of in-kind benefits pursuant to the Plan shall be made in accordance with Treasury Regulation § 1.409A-3(i)(l)(iv) such that the default rules 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 Section 409A), and that would otherwise be paid or provided the Plan during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the ParticipantDesignated Employee’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall may not affect the expenses eligible for reimbursement, amounts reimbursed or in kind benefits to be provided, provided in any other taxable year; and year (iii) such payments except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the ParticipantDesignated Employee’s taxable year following the taxable year in which the expense occurredwas incurred, and the right to reimbursement or provision of in-kind benefit is not subject to liquidation or exchange for another benefit. In the event that any Designated Employee also participates in any other severance arrangement sponsored and maintained by the Company, and if the payments under this plan or the other severance arrangement are nonqualified deferred compensation within the meaning of Section 409A (as defined in this Section 10 of this Plan), then the time and form of payments to be made under this Plan and the other severance arrangement, to the extent they are of the same amounts, will be conformed so that such payments are in compliance with the requirements of Section 409A. Notwithstanding anything to the contrary in this Plan, if, upon the advice of its counsel, Perspecta determines that any payments or benefits to be provided to a Designated Employee who is a “Specified Employee” (as such term is defined under Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section 409A”)) of an Employer (a “Specified Employee”) by Perspecta or the Employer pursuant to Section 4 of this Plan are or may become subject to the additional tax under Section 409A(a)(l)(B) or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such payments and benefits are otherwise required under this Plan, then: (a) (i) such payments shall be delayed until the date that is the earlier of six months after date of the Specified Employee’s “separation from service” (as such term is defined under Section 409A) with the Company or the date of the Specified Employee’s death, or such earlier date as required hereunder. This Section 7(gshorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Payments Delay Period”), and (ii) such payments shall be interpreted in accordance increased by an amount equal to interest on such payments for the Payments Delay Period at a rate equal to the default rate credited to amounts deferred under Perspecta’s Deferred Compensation Plan, as amended; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis (the “Interest Rate”); (b) (i) with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment respect to the provision of such benefits, for a period of six months following date of the benefits provided Specified Employee’s “separation from service” (as such term is defined under this Agreement is not warranted or guaranteed. Neither Section 409A) with the Company, its affiliates nor their respective directorsor such shorter period, officersthat, employees or advisers in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Benefits Delay Period”), the Specified Employee shall be held liable responsible for the full cost of providing such benefits, and (ii) on the first day following the Benefits Delay Period, the Employer shall reimburse the Specified Employee for the costs of providing such benefits imposed on the Specified Employee during the Benefits Delay Period, plus interest accrued at the Interest Rate; and (c) the applicable Employer shall fund any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming payments to a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income Specified Employee that are to be delayed as a result of the failure imposition of a Payment Delay Period (including the interest to be paid with respect to such delayed payments) and/or any payments that are expected to be paid to a Specified Employee as a result of the imposition of a Benefits Delay Period (including any interest to be paid with respect thereto) (collectively, the “Delayed Payments”) by establishing and irrevocably funding a trust for the benefit of the applicable Specified Employee. Such trust shall be a grantor trust described in Section 671 of the Code and intended not to cause tax to be incurred by the Specified Employee until amounts are paid out from the trust to the Specified Employee. The trust shall provide for distribution of amounts to the Specified Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Payment Delay Period pursuant to this Agreement Section 10, but only to comply the extent permissible under Section 409A of the Code without the imposition of 409A Taxes. The amount of such fund shall equal a good faith estimate of the Delayed Payments determined by the Company in consultation with the requirements Specified Employee. The establishment and funding of such trust shall not affect the obligation of the applicable Employer to pay the Delayed Payments pursuant to this Section 409A a distribution not to exceed the amount that 10. Specified Employees shall be included identified as provided in income shall be made Perspecta’s Specified Employee Determination Policy, as soon as is administratively practicable following the discovery of the failure of the Agreement to comply with Section 409A amended. EXHIBIT A PERSPECTA INC. SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT This SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii“Agreement”), dated as of ______________ is made and entered into by and between Perspecta Inc., a Nevada corporation (the “Company”), and _________________ (the “Executive”).