Common use of Internal Revenue Code Section 409A Clause in Contracts

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended Cortland Bancorp and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with the provisions of Section section 409A of the Internal Revenue Code so of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as not to subject Executive to the payment of additional taxes and interest under Section defined in section 409A of the Code. In furtherance Internal Revenue Code of 1986, and if any payments or benefits under this Agreement will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this intentAgreement to the contrary the Executive shall not be entitled to the payments or benefits until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments or benefits are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the provision shall nevertheless be interpreted, operated and administered applied in a manner consistent with these intentions, and those requirements. If any provision of this Agreement would subject the Executive to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes tax or interest under Section 409A of section 409A, Cortland Bancorp shall reform the Codeprovision. However, the parties agree to amend this Agreement to Cortland Bancorp shall maintain to the maximum extent practicable the original intent of the Agreement while avoiding applicable provision without subjecting the application of such taxes Executive to additional tax or interest under Section 409A interest, and Cortland Bancorp shall not be required to incur any additional compensation expense as a result of the Code. (b) Notwithstanding any provision reformed provision. References in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section section 409A of the CodeInternal Revenue Code of 1986 include rules, all installment payments regulations, and guidance of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, general application issued by the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as Department of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Treasury under Internal Revenue Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.section 409A.

Internal Revenue Code Section 409A. (a) It is intended that Notwithstanding any provision of this Agreement, this Agreement shall be construed and interpreted to comply with Section 409A of the provisions Internal Revenue Code of 1986, as amended, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A or regulations thereunder. For purposes of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest limitations on nonqualified deferred compensation under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent each payment of compensation under the Agreement while avoiding shall be treated as a separate payment of compensation for purposes of applying the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to Code deferral election rules and the contrary, if Executive is determined to be a Specified Employee as exclusion from Section 409A of the Termination Date, then, to Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service within the extent required pursuant to meaning of Section 409A(a)(2)(B)(i) 409A of the Code, payments due under this Agreement which are deemed to be deferred compensation Code shall be subject to a six (6) month delay following excludible from the Termination Date. For purposes requirements of Section 409A of the Code, all installment payments either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of deferred compensation made hereunderthe calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a "specified employee" as determined by the Company, then to the extent that any amount or pursuant benefit that would be paid or provided to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the Executive under this Agreement within six (6) month deferral period months of his "separation from service" (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as is considered for purposes of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due Section 409A to be owed to Executive by virtue of his separation from service, then such amount or benefit will not be paid or provided during the six-month period following the Termination Date date of Executive's separation from service and instead shall be paid or provided on the first business day that is at least seven (7) months following the date of Executive's separation from service, except to the extent that, in the Company's reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code requirements of Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) 409A of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by including, where applicable, the Employer requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a particular calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. This Agreement shall be interpreted and applied in all circumstances in a manner that is consistent with the intent of the parties that amounts earned and payable pursuant to this Agreement shall not be subject to the premature income recognition or adverse tax provisions of Internal Revenue Code Section 409A. Accordingly, by way of example and not limitation, (a) It is intended that distributions of benefits payable following Employee’s termination of employment shall commence as of the date required by this Agreement comply with or, if later, the provisions earliest date permitted by Internal Revenue Code Section 409A, (generally six months after termination, if Employee is a “specified employee” within the meaning of Internal Revenue Code Section 409A 409A); (b) the phrase “termination of employment” (and similar terms and phrases) shall be construed to mean “separation from service” within the meaning of Internal Revenue Code so as not Section 409A; (c) the right to subject Executive receive installment payments pursuant to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated treated as a right to receive a series of separate and administered in a manner consistent with these intentions, and distinct payments; and (d) to the extent that any regulations reimbursement or other guidance issued under Section 409A of the Code would result in Executive being in-kind benefits are subject to payment the requirements of additional income taxes Internal Revenue Code Section 409A, (x) the amount eligible for reimbursement or interest under Section 409A of in-kind benefit in one calendar year will not affect the Codeamount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (y) the parties agree right to amend this Agreement reimbursement or an in-kind benefit is not subject to maintain liquidation or exchange for another benefit, and (z) subject to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision shorter time periods provided in this Agreement to Agreement, any such reimbursement of an expense or in-kind benefit must be made on or before the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first last day of the seventh-month calendar year following the Termination Date (or, if earlier, calendar year in which the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established hereinexpense was incurred. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that The parties to this Agreement comply with intend for the provisions payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of medical, dental and life insurance benefits, not constitute deferred compensation (since such amounts are not taxable to the Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code so and, in the event the Executive is a “Specified Employee” (as not to subject Executive defined herein) no payment shall be made to the payment Executive under this Agreement prior to the first day of additional taxes and interest the seventh month following termination of employment in excess of the “permitted amount” under Section 409A of the Code. In furtherance of this intent, this Agreement For these purposes the “permitted amount” shall be interpreted, operated and administered in a manner consistent with these intentions, and an amount that does not exceed two times the lesser of: (A) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the extent Company for the calendar year preceding the year in which the Executive terminates employment, or (B) the maximum amount that any regulations or other guidance issued may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which occurs the termination of employment occurs. The payment of the “permitted amount” shall be made within five (5) business days of the termination of employment. Any payment in excess of the permitted amount shall be made to the Executive on the first day of the seventh month following the Executive’s termination of employment. “Specified Employee” shall be interpreted to comply with Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under within the meaning of Section 416(i) of the Code (without regard to paragraph (5) 5 thereof), he but an individual shall be treated as a “Specified Employee for purposes Employee” only if the Company is a publicly-traded institution or the subsidiary of a publicly-traded holding company. References in this Agreement during to Section 409A of the 12-month period that begins on Code include rules, regulations, and guidance of general application issued by the April 1 following Department of the close of such identification period. For purposes of determining whether Executive is a key employee Treasury under Section 416(i) 409A of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It Notwithstanding anything stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended that this Agreement comply with the provisions of to be exempt from Internal Revenue Code (“Code”) Section 409A of the Code so as not pursuant to subject Executive to the payment of additional taxes and interest under Treasury Regulation Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, 1.409A-1(b)(9)(iii) and to the extent that it is exempt pursuant to such section it shall in any regulations or other guidance issued under Section 409A event be paid no later than the last day of your second taxable year following the Code would result taxable year in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the which your Involuntary Termination Date, thenhas occurred; provided that, to the extent required pursuant that such severance and any other payments paid to you in connection with your Involuntary Termination does not qualify or otherwise exceeds the limit set forth in Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(b)(9)(iii)(A) of or any similar limit promulgated by the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following Treasury or the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordinglyIRS, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder severance pay that were does not qualify or otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof)exceeds such limit, as determined by the Employer based upon Company in its sole discretion, shall be paid by no later than the 12-fifteenth (15th) day of the third (3rd) month period ending on each December 31st following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (such 12-15th) day of the third (3rd) month period is referred to below following the end of the Company’s first tax year in which your Involuntary Termination occurs, as the “identification period”provided in Treasury Regulation Section 1.409A-1(b)(4). If Executive is determined To the extent that any COBRA payment premiums set forth in Section 4(b) or 4(c) above are not exempt from Code Section 409A, then (i) the benefits provided during any calendar year may not affect the benefits to be provided in any other calendar year; (ii) any payment of COBRA premiums shall be made on or before the earlier of the last day of the calendar year following the calendar year in which the COBRA premium expense was incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right to such benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding the above, if any of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any other applicable exemption and you are deemed by the Company at the time of your Involuntary Termination to be a key employee “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such severance payment shall not be made or commence until the date which is the first (1st) business day of the seventh (7th) month after your Involuntary Termination and the installments that otherwise would have been paid during the first six (6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with the schedule set forth in Section 4(b) or 4(c) above, as applicable. Such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) federal tax for which you would otherwise be liable under Section 416(i409A(a)(1)(B) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during in the 12-month period that begins on the April 1 following the close absence of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yeardeferral.

Internal Revenue Code Section 409A. (a) It This Agreement will be construed and administered to preserve the exemption from Section 409A of the Code of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception. With respect to any amount that is intended that subject to Section 409A of the Code, it is intended, and this Agreement will be so construed, that any such amount payable under this Agreement and the Company’s, Bank’s or Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Code Section 409A of and the Code treasury regulations relating thereto (“Section 409A”) so as not to subject Executive to the payment of interest and additional taxes and interest tax that may be imposed under Section 409A 409A. Solely as necessary to comply with Section 409A, for purposes of this Agreement, “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code. In furtherance of If a payment is not made by the designated payment date under this intentAgreement, this Agreement the payment shall be interpretedmade by December 31 of the calendar year in which the designated date occurs. (b) If Executive is a “specified employee” on Executive’s separation from service, operated any payment that is subject to Section 409A and administered that is payable to Executive in a manner consistent connection with these intentionsExecutive’s separation from service, shall not be paid earlier than six months after such separation from service, and to the extent any such payment is delayed, will be paid, without interest, on the first payroll date after the expiration of such six-month period (if Executive dies after the date of Executive’s separation from service but before any payment has been made, such remaining payments that any regulations were or other guidance issued under Section 409A of the Code would result could have been delayed will be paid to Executive’s estate without regard to such six-month delay). (c) References in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to Section 409A include rules, regulations, and guidance of general application issued by the maximum extent practicable the original intent Department of the Agreement while avoiding the application of such taxes or interest Treasury under Internal Revenue Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement will comply with the provisions of Section 409A of the Code so as not to subject Executive and any regulations and guidelines issued thereunder (collectively, “Section 409A”) to the payment of additional taxes and interest under Section 409A of the Codeextent this Agreement is subject thereto. In furtherance of this intent, this This Agreement shall be interpreted, operated and administered in interpreted on a manner basis consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Codeintent. (b) If any payments or benefits provided to the Executive by the Bank, either per this Agreement or otherwise, are non-qualified deferred compensation subject to, and not exempt from, Section 409A (“Subject Payments”), the following provisions shall apply to such payments and/or benefits: (c) For payments and benefits triggered by termination of employment, reference to the Executive’s “termination of employment” (and corollary terms) with the Bank shall be construed to refer to the Executive’s “separation from service” from the Bank (with such phrase determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Bank) in tandem with the termination of his employment with the Bank. (d) If the Executive is deemed on the date of his “separation from service” to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-l(i)), then with regard to any payment that is required to be delayed pursuant to Internal Revenue Code Section 409A(a)(2)(B) (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of his “separation from service” and (ii) the date of his death. Any payments other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by the Bank constitute a breach of the Bank’s obligations to the Executive. (e) The Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Bank. (f) Notwithstanding any other provision in of this Agreement to the contrary, in no event shall any Subject Payment be subject to offset by any other amount unless otherwise permitted by Section 409A. (g) Notwithstanding anything herein to the contrary, in regard to Subject Payments, the definition of Change in Control set forth herein shall not be broader than the definition of “change in control event” as set forth under Section 409A, and if Executive a transaction or event does not otherwise fall within such definition of “change of control event,” it shall not be deemed a Change in Control. (h) To the extent that any reimbursement or in-kind benefits are Subject Payments: (x) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (y) the right to reimbursement or an in-kind benefit is determined not subject to liquidation or exchange for another benefit, and (z) subject to any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be a Specified Employee as made on or before the last day of the Termination Datecalendar year following the calendar year in which the expense was incurred. (i) If an amendment of this Agreement is necessary in order for it to comply with Section 409A, then, the Executive and the Bank agree to negotiate in good faith to amend this Agreement in a manner that preserves the original intent of the parties to the extent required reasonably possible. No action or failure by the Bank in good faith to act, pursuant to this Section 20, shall subject the Bank to any claim, liability, or expense, and the Bank shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment 409A. The Bank does not make any representations as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on personal income tax treatment of any severance payments or other benefits provided to the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established hereinExecutive. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrarycontrary in the Agreement, if the Executive is determined deemed at the time of his separation from service to be a Specified Employee as “specified employee” for purposes of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement which are deemed is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be deferred compensation shall be subject provided to a six Executive prior to the earlier of (6a) the expiration of the six-month delay following period measured from the Termination Date. For purposes date of the Executive’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (b) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, this Section 6.14 shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-lump sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on Executive, and any remaining payments due under the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date Agreement shall be paid to Executive in accordance with the payment schedule established as otherwise provided herein. (cb) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of parties acknowledge and agree that, to the Code without regard to paragraph (5) thereof)extent applicable, as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he this Agreement shall be treated as a Specified Employee for purposes interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with Section 409A, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement during to the 12-month period contrary, in the event that begins on the April 1 following the close of such identification period. For purposes of determining whether Company determines that any amounts payable hereunder would otherwise be taxable to Executive is a key employee under Section 416(i) 409A, the Company may adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines in its sole discretion are necessary or appropriate to comply with the requirements of Section 409A and thereby avoid the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.application of penalty taxes under such Section. (Signature page follows)

Internal Revenue Code Section 409A. (a) It is intended that Anything in this Agreement comply with to the provisions contrary notwithstanding, if at the time of Employee’s separation from service within the meaning of Section 409A of the Internal Revenue Code so of 1986, as not to subject Executive amended (the “Code”), the Company determines that Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Employee becomes entitled to under this Agreement on account of Employee’s separation from service would be considered deferred compensation and otherwise subject to the 20 percent (20%) additional taxes tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such Payment shall not be payable and interest such benefit shall not be provided until the date that is the earlier of (A) six months and one day after Employee’s separation from service, or (B) Employee’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by Employee during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. To the extent such in-kind benefit is subject to Section 409A of the Code, the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses) and such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to To the extent that any regulations payment or other guidance issued under Section 409A of the Code would result benefit described in Executive being subject to payment of additional income taxes or interest this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the parties agree to amend extent that such payment or benefit is payable upon Employee’s termination of employment, then such payments or benefits shall be payable only upon Employee’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). The Parties intend that this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under will be administered in accordance with Section 409A of the Code. (b) Notwithstanding . To the extent that any provision in of this Agreement is ambiguous as to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all installment payments hereunder comply with Section 409A of deferred compensation made hereunder, or the Code. Each Payment pursuant to another plan or arrangementthis Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The Parties agree that this Agreement may be amended, shall as reasonably requested by either Party, and as may be deemed necessary to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) fully comply with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without regard additional cost to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yeareither Party.

Internal Revenue Code Section 409A. (a) It is intended that The compensation and benefits payable under this Agreement comply with are not intended to constitute “nonqualified deferred compensation” within the provisions meaning of Section 409A (“Section 409A”) of the Internal Revenue Code so of 1986, as not to subject Executive amended and the Treasury Regulations thereunder. However, notwithstanding any provision of this Agreement to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intentcontrary, this Agreement shall be interpreted, operated construed and administered in a manner consistent with these intentions, that satisfies the requirements of Section 409A and any payment or provision hereunder that would otherwise result in the application of taxes under Section 409A at any time may be modified in the sole discretion of the Company to the extent that any regulations or other guidance issued necessary for this Agreement and such payment to comply with and avoid taxation under Section 409A and the Treasury Regulations thereunder or an exemption therefrom, including any such modifications with retroactive effect, as necessary, provided, however, that nothing herein shall, or shall be construed so as to, obligate the Company to make any such modification or indemnify or hold harmless any party for any failure to do. Without limiting the generality of the Code would result in Executive being subject to payment of additional income taxes foregoing, no compensation or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due benefits payable under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the CodeAgreement, all installment payments of deferred compensation made hereunderincluding without limitation any Severance, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with during the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 126-month period ending following Executive’s Separation from Service if the Company determines that paying such amounts at the time or times indicated herein would cause Executive to incur additional taxes under Section 409A. If the payment of any such amounts is delayed as a result of the previous sentence, then on each December 31st (the first business day following the end of such 126-month period is referred to below as the “identification period”). If Executive is determined to (or such earlier date upon which such amount can be a key employee paid under Section 416(i) of the Code (409A without regard being subject to paragraph (5) thereofsuch additional taxes), he the Company shall be treated as pay to Executive a Specified Employee for purposes of this Agreement lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during the 12such 6-month period that begins on the April 1 following the close (without payment of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearinterest thereon).

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties Parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (ai) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive Notwithstanding anything to the payment of additional taxes and interest contrary in this Agreement, no severance pay or benefits to be paid or provided to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. In furtherance ”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Employee has a “separation from service” within the meaning of this intent, Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Employee’s separation from service, or, if later, such time as required by clause (iii) below. Any installment payments that would have been made to Employee during the sixty (60) day period immediately following Employee’s separation from service but for the preceding sentence will be paid to Employee on the sixtieth (60th) day following Employee’s separation from service and the remaining payments shall be interpretedmade as provided in this Agreement. If Employee should die before all amounts have been paid, operated and administered such unpaid amounts shall be paid in a manner consistent with these intentionslump-sum payment (less any withholding taxes) to Employee’s designated beneficiary, and if living, or otherwise to the extent that any regulations or other guidance issued under Section 409A personal representative of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the CodeEmployee’s estate. (biii) Notwithstanding any provision anything to the contrary in this Agreement Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive is determined Employee dies following Employee’s separation from service, but prior to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other payments shall Deferred Compensation Separation Benefits will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established hereinapplicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) The Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Specified Section 409A Limit” will mean the lesser of two (2) times: (i) Employee” shall mean ’s annualized compensation based upon the annual rate of pay paid to Employee during the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any person who is Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a “key employee” (as defined in Code qualified plan pursuant to Section 416(i401(a)(17) of the Code without regard to paragraph (5) thereof), as determined by for the Employer based upon the 12-month period ending on each December 31st (such 12-month period year in which Employee’s employment is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearterminated.

Internal Revenue Code Section 409A. (a) It If at the time of the Executive’s separation from service, (i) the Executive is intended that this Agreement comply with a specified employee (within the provisions meaning of Section 409A of the Internal Revenue Code so of 1986, as not amended (the “Code”), and using the identification methodology selected by the Company from time to subject Executive to time), and (ii) the payment Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of additional taxes and interest under Section 409A of the Code. In furtherance ), the payment of this intent, this Agreement shall which is required to be interpreted, operated and administered in a manner consistent with these intentions, and delayed pursuant to the extent that any regulations or other guidance issued under six-month delay rule set forth in Section 409A of the Code would result in Executive being subject order to payment of avoid additional income taxes or interest under Section 409A of the Code, then the parties agree to amend this Agreement to maintain to Company will not pay such amount on the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid otherwise scheduled payment date but will instead pay it in a lump-lump sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first to occur of (x) the first business day of after such six-month period. Any portion , (y) Executive’s death, or (z) such other date as will not cause such payment to be subject to tax or interest under Code Section 409A. (b) It is the intention of the Parties that payments or benefits hereunder payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Code Section 409A. To the extent such potential payments or benefits could become subject to Code Section 409A, the Parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that were does not otherwise due result in such tax being imposed. The Executive shall, at the request of the Company, take any action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Code Section 409A. In no event shall the Company be paid during the six-month period following the Termination Date shall be paid liable to Executive in accordance with for any taxes, penalties, or interest that may be due as a result of the payment schedule established herein.application of Code Section 409A. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard With respect to paragraph (5) thereof)payments under this Agreement, as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close Code Section 409A, each severance payment will be considered one of a series of separate payments, and each such identification period. payment shall be a separately identifiable and determinable amount. (d) For purposes of determining whether the timing of any payment of severance compensation, the Executive will be deemed to have a termination of employment only upon a “separation from service” within the meaning of Code Section 409A. (e) Any amount that the Executive is a key employee entitled to be reimbursed under Section 416(i) this Agreement will be reimbursed to the Executive as promptly as practical, and in any event not later than the last day of the Code, “compensation” shall mean calendar year following the year in which the expenses were incurred. (f) Executive’s W-2 termination of his employment for Good Reason is intended to be a separation from service for good reason as described in Treas. Reg. § 1.409A-1(n)(2) and this Agreement shall be interpreted and construed accordingly. (g) For purposes of this Agreement, each payment of severance compensation is intended to be excepted from Code Section 409A to the maximum extent provided under Code Section 409A as reported by follows: (i) each payment that is scheduled to be made following Executive’s termination of employment and within the Employer applicable 2 1/2 month period specified in Treas. Reg. § 1.409A(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § 1.409A-1(b)(4) and (ii) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii) or the exception for a particular calendar yearlimited payments described in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The Executive shall have no right to designate the date of any payment of severance compensation to be made hereunder.

Internal Revenue Code Section 409A. (a) It This Agreement is intended that to comply with Code Section 409A, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered, construed and interpreted accordingly. Each payment under this Agreement comply with the provisions or any Company benefit plan is intended to be treated as one of a series of separate payments for purposes of Code Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) 409A. Notwithstanding any provision anything in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is considered a “key specified employee” (as defined in Code Section 416(i409A) and would be entitled to a payment during the six (6)-month period beginning on the Executive’s Date of Termination that is not otherwise exempt from Code Section 409A, the payment shall not be made to the Executive until the earlier of the Code without regard to paragraph six (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) 6)-month anniversary of the Code (without regard to paragraph (5) thereof), he Executive’s Date of Termination or the Executive’s death and shall be treated accumulated and paid on the first (1st) day of the seventh (7th) month following the date of termination. No Severance Benefits that constitute deferred compensation shall be payable on account of an Executive’s termination of employment unless the Executive’s termination of employment constitutes a “separation from service” within the meaning of Code Section 409A. Nothing in this Section 10 or otherwise in this Agreement shall be construed as a Specified Employee guarantee of any particular tax effect for purposes Severance Benefits and the Company does not guarantee that any Severance Benefits will satisfy the provisions of the Code. The Company and the Executive further acknowledge and agree that if, in the judgment of the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement during is necessary to exempt the 12-month period benefits from or to comply with Section 409A, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that begins it exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the April 1 following Company and the close of such identification periodExecutive). For purposes of determining The Executive acknowledges and agrees that the Company shall have the exclusive authority to determine whether the Executive is a key employee under “specified employee” within the meaning of Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year409A(a)(2)(B)(i).

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (bi) Notwithstanding any provision anything in this Agreement to the contrary, if Executive is determined to be a Specified Employee as the receipt of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due any benefits under this Agreement which are deemed to be deferred compensation as a result of a termination of employment shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A satisfaction of the Codecondition precedent that Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be if Executive is deemed to be separate payments anda “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), accordinglythen with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the aforementioned deferral shall only apply to separate payments which would occur during earlier of (i) the expiration of the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, measured from the date of death Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of Executive’s death (the “Delay Period”). Within ten (10) with days following the expiration of the Delay Period, all such payments and benefits delayed payments being credited with interest pursuant to this Section (compounded monthly) for this period of delay equal to whether they would have otherwise been payable in a single sum or in installments in the prime rate in effect on the first day absence of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment schedule established dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Bank shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period. (cii) The term “Specified Employee” shall mean Except as otherwise expressly provided herein, to the extent any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12expense reimbursement or other in-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive kind benefit is determined to be a key employee subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under Section 416(i) any lifetime limit applicable to expenses for medical care), in no event shall any expenses be reimbursed or in-kind benefits be provided after the last day of the Code calendar year following the calendar year in which Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (without regard iii) Any payments made pursuant to paragraph (5Sections 10(e) thereofor 10(f), he shall be treated as a Specified Employee to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of this Agreement during Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the 12“short-month period that begins on term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the April 1 extent such payments are made following the close of such identification period. For said March 15th, they are intended to constitute separate payments for purposes of determining whether Executive Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. (iv) To the extent it is a key employee under Section 416(idetermined that any benefits described in Sections 10(e) of or 10(f) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the Code, “compensation” shall mean Executive’s W-2 compensation as reported maximum extent permitted by the Employer for a particular calendar yearsaid provision.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement The Parties intend to comply with the provisions requirements of Section section 409A of the Internal Revenue Code so of 1986, as not amended (“Section 409A”). All payments under this Agreement are intended to subject Executive to either be exempt from or comply with the payment requirements of additional taxes and interest Section 409A. All payments made under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpretedstrictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes penalty or interest under Section 409A of the Code, the parties agree and to amend this Agreement to maintain preserve (to the maximum nearest extent practicable reasonably possible) the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement intended benefits payable to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due hereunder. The Severance paid under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee separate payment of compensation for purposes of Section 409A. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the 12period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-month period that begins on kind benefits provided, during a calendar year may not affect the April 1 expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the close of such identification periodyear in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. For purposes of determining whether Executive is a key employee Employee’s right to any deferred compensation, as defined under Section 416(i) 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In the exercise of any of its remedies, the CodeCompany will consider in good faith the impact of Section 409A on Employee and shall meaningfully consult with Employee before taking any action that might have a materially adverse impact on Employee under Section 409A. In no event shall the Company be liable for any penalties, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.costs, damages, levies or taxes imposed on Employee pursuant to Section 409A.

Internal Revenue Code Section 409A. (a) It is The amounts payable under the Plan are intended that this Agreement to comply with or, to the maximum extent possible, be exempt from Section 409A, and all provisions of Section 409A of the Code so as not to subject Executive to Plan shall be interpreted and construed in a manner that establishes an exemption from or compliance with the payment of requirements for avoiding additional taxes and or interest under Section 409A 409A(a)(1)(B) of the Code. In furtherance no event whatsoever will the Company Group, or any Board member, officer or employee of any Group Company acting on behalf of the Company Group, be liable for any additional tax, interest or penalties that may be imposed on a Participant under Section 409A or any damages for failing to comply with Section 409A. Notwithstanding anything in this intentPlan to the contrary, the Board, the Committee and the Company Group do not guarantee the tax treatment of any payments or benefits under this Agreement Plan, whether pursuant to the Code, federal, state or local tax laws or regulations. (b) A Termination of Employment shall not be deemed to have occurred for purposes of any provision of the Plan providing for the payment of any amounts or benefits subject to Section 409A upon or following a Termination of Employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of the Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If a Participant is deemed on his or her Termination Date to be a Specified Employee, then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be interpretedmade or provided on the date which is the earlier of: (i) the first day of the seventh month following the date of such “separation from service” of such Participant, operated and administered (ii) the date of such Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all of the payments of a Participant delayed pursuant to this Section 9.1(b) (whether they would have otherwise been payable in a manner consistent with these intentionssingle sum or in installments in the absence of such delay) shall be paid to such Participant in a lump sum, without interest, and any remaining payments and benefits due such Participant under the Plan shall be paid or provided in accordance with the payment dates specified herein for such payments or benefits. (c) All reimbursements of expenses provided for herein shall be payable in accordance with the Company’s expense reimbursement policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Participant seeking reimbursement. No such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. The right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (d) For purposes of Section 409A, a Participant’s right to receive any installment payments pursuant to the Plan shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under the Plan specifies a payment period with reference to a number of days (e.g., “payment shall be made within 60 days following the Termination Date”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) To the extent any payment or benefit which constitutes Section 409A deferred compensation is contingent upon the execution and non-revocation of a Release, then such payment or benefit shall not be made until the latest of: (i) the first payroll date occurring on or after the period for revocation of a Release has expired; and (iii) the set payment date otherwise established for commencing the payments and/or benefits. Further, if the full period given to a Participant to consider such Release plus any revocation period provided for in such Release begins in one calendar year and ends in the subsequent calendar year, then any payment or benefit which constitutes Section 409A deferred compensation shall not be made until the subsequent calendar year. (f) Notwithstanding any provision of the Plan to the contrary, to the extent that any regulations or other guidance issued under amount constituting Section 409A deferred compensation would become payable in a lump sum rather than installments under the Plan by reason of a Change in Control, such amount shall become payable in a lump sum only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Code would result Company or a change in Executive being subject to payment the ownership of additional income taxes or interest under Section 409A a substantial portion of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent assets of the Agreement while avoiding Company within the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes meaning of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It This Agreement shall be interpreted and administered in a manner so that any amount payable hereunder shall be paid or provided in a manner and at such time and in such form that is intended that this Agreement comply either exempt from or compliant with the provisions applicable requirements of Section 409A of the Internal Revenue Code so as not to subject Executive to (the payment of additional taxes “Code”) and interest under Section 409A of the Codeapplicable guidance and regulations issued thereunder. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision anything in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be that any amount or benefit that would constitute non-exempt “deferred compensation shall be subject to a six (6) month delay following the Termination Date. For compensation” for purposes of Section 409A of the CodeCode would otherwise be payable or distributable hereunder by reason of the Employee’s termination of employment, all installment payments such amount or benefit will not be payable or distributable to the Employee by reason of deferred compensation made hereundersuch circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or pursuant to another plan (ii) the payment or arrangement, shall distribution of such amount or benefit would be deemed to be separate payments and, accordingly, exempt from the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as application of Section 409A of the first day Code by reason of the seventhshort-month following the Termination Date (or, if earlier, the date term deferral exemption or otherwise. If any amount that would constitute non-exempt “deferred compensation” for purposes of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion Section 409A of the benefits hereunder that were not Code would otherwise due to be paid payable or distributable under this Agreement by reason of the Employee’s separation from service during the six-month a period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who which she is a “key specified employee” (as defined in Code Section 416(i) 409A of the Code without regard to paragraph (5) thereofand applicable regulations), as determined by then payment of such non-exempt amounts shall be delayed until the Employer based earlier of the Employee’s death or the first day of the seventh month following Employee’s separation from service. This provision does not prohibit the vesting of any amount upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”)a termination of employment, however defined. If Executive is determined to be a key employee under Section 416(i) this provision prevents the payment or distribution of the Code (without regard to paragraph (5) thereof)any amount or benefit, he such payment or distribution shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins made on the April 1 following the close of such identification period. For purposes of determining whether Executive is date, if any, on which an event occurs that constitutes a key employee under Section 416(i) of the Code, 409A-compliant “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearseparation from service.”

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code.Executive (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (ai) It This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code so of 1986, as not to subject Executive to the payment of additional taxes amended (“Section 409A”), or an exemption thereunder and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated administered and administered applied in a manner consistent accordance with these intentions, and to the extent such intent. Any payments under this Agreement that any regulations or other guidance issued under may be excluded from Section 409A of pursuant to Treasury Regulation 1.409A-1(b)(4) (the Code would result in Executive being subject to payment of additional income taxes so-called “short-term deferral exception”) or interest under Treasury Regulation 1.409A-1(b)(9)(iii) (the so-called “involuntary separation pay exception”) shall be excluded from Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Codepossible. (bii) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due no payment or benefit under this Agreement which are deemed to be that constitutes an item of deferred compensation shall under Section 409A and becomes payable by reason of a Qualifying Termination will be subject made to Executive unless such Qualifying Termination constitutes a six (6) month delay following “separation from service,” within the Termination Datemeaning of Section 409A and the Treasury Regulations thereunder. For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive shall be treated as a separate identified payment or benefit for purposes of Section 409A of the Code409A. In addition, all installment payments no payment or benefit that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of Executive’s separation from service will be made hereunder, or pursuant to another plan or arrangement, shall be deemed Executive prior to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six earlier of (6i) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-seventh month following the Termination Date date of such separation from service or (ii) the date of Executive’s death, if Executive is deemed at the time of such separation from service to be a specified employee (as determined in accordance with Section 409A and the Treasury Regulations thereunder) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A. Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to Executive in a lump sum on the first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-the month periodimmediately following the date the Company receives proof of Executive’s death. Any portion of the remaining payments or benefits hereunder that were not otherwise due to under this Agreement will be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the normal payment schedule established dates specified herein. (ciii) The term “Specified Employee” Any reimbursements or other in-kind benefits provided under this Agreement shall mean any person who is a “key employee” be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (as defined in Code Section 416(i1) all such reimbursements will be made on or before the last day of the Code without regard your taxable year following the taxable year in which Executive incurred such reimbursed expense, (2) the right to paragraph reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (53) thereof)the amount of expenses eligible for reimbursement, as determined by or the Employer based upon in-kind benefits provided, during any taxable year of Executive will not affect the 12expenses eligible for reimbursement, or the in-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined kind benefits to be a key employee under Section 416(iprovided, in any other taxable year of Executive, and (4) of the Code (without regard to paragraph (5) thereof), he shall any reimbursement will be treated as a Specified Employee for purposes of this Agreement expenses incurred only during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yeartime specified in this Agreement.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement shall comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of a Termination unless such Termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Section 18 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. (c) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (cd) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that If any provision of this Agreement comply with the provisions (or of Section 409A any award of the Code so as not to subject compensation, including equity compensation or benefits) would cause Executive to the payment of incur any additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with Executive, reform such provision to comply with Section 409A of the Code, provided that the parties agree Company agrees to amend this Agreement to maintain maintain, to the maximum extent practicable practicable, the original intent and economic benefit to Executive of the Agreement while avoiding applicable provision without violating the application provisions of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if Executive is determined deemed on the date of Termination or Retirement, as applicable, to be a Specified Employee as “specified employee” within the meaning of the Termination Date, then, to the extent required pursuant to that term under Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), payments due under this Agreement which are deemed then with regard to any payment or the provision of any benefit that is required to be deferred compensation delayed in compliance with section 409A(a)(2)(B) of the Code such payment or benefit shall not be made or provided (subject to a the last sentence hereof) prior to the earlier of (A) the expiration of the six (6) month delay following 6)-month period measured from the Termination Date. For purposes date of his “separation from service” (as such term is defined under Section 409A of the Code, all installment payments of deferred compensation made hereunder, ) or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6B) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of his death (the “Delay Period”). Upon the expiration of Executive) with the Delay Period, all such payments and benefits delayed payments being credited with interest pursuant to this section (compounded monthly) for this period of delay equal to whether they would have otherwise been payable in a single sum or in installments in the prime rate in effect on the first day absence of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date delay) shall be paid to or reimbursed Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment schedule established dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall pay the full cost of premiums for such welfare benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period promptly after its conclusion. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of To the Code without regard to paragraph (5) thereofextent permitted under Treasury Reg. §1.401A-2(b), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Company and Executive is determined to designate all payments that may be a key employee due Executive under Section 416(i10 (Severance) of the Code or 13 (without regard Retirement) to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of separate payments and not as installment payments. (d) Neither the Company nor Executive shall either accelerate or delay any payment due under this Agreement during that constitutes “nonqualified deferred compensation” within the 12-month period that begins on meaning of Section 409A except to the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee extent permitted under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year409A or regulations or Treasury guidance promulgated thereunder.

Internal Revenue Code Section 409A. (a) It The intent of you and the Company is intended that payments and benefits under this Transition Agreement comply with the provisions of with, or be exempt from, Section 409A of the Internal Revenue Code so of 1986, as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentionsamended, and to the extent that any regulations or other and guidance issued under promulgated thereunder (collectively “Code Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code409A”); accordingly, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the permitted, this Transition Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) shall be interpreted to be in compliance therewith. Notwithstanding any provision in of this Transition Agreement to the contrary, if Executive is determined to be in the event that you are a Specified Employee as “specified employee” within the meaning of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Code Section 409A of (as determined in accordance with the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, methodology established by the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment Company as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day Separation Date) (a “Specified Employee”), any payments or benefits that are considered non-qualified deferred compensation under Code Section 409A payable under this Transition Agreement on account of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid a “separation from service” during the six-month period immediately following your “separation from service” shall, to the extent necessary to comply with Code Section 409A and following the Termination Date shall application of the relevant exceptions under Treas. Reg. 1.409A-1(b)(9), instead be paid to Executive in accordance with paid, or provided, as the payment schedule established herein. (c) The term case may be, on the first regular payroll date after the date that is six months following your “Specified Employeeseparation from service” shall mean any person who is a “key employee” (as defined in within the meaning of Code Section 416(i) 409A. For purposes of the Code without regard Section 409A, your right to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred receive any installment payments pursuant to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he this Transition Agreement shall be treated as a Specified Employee right to receive a series of separate and distinct payments. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Transition Agreement that is considered nonqualified deferred compensation, subject to Code Section 409A. With regard to any provision herein that provides for purposes reimbursement of this Agreement costs and expenses or in-kind benefits that are deferred compensation subject to Code Section 409A, the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the 12expenses eligible for reimbursement, or in-month period that begins kind benefits to be provided, in any other taxable year, and such payments shall be made on or before the April 1 last day of your taxable year following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of taxable year in which the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearexpense occurred.

Internal Revenue Code Section 409A. The parties hereto have a made a good faith effort to comply with current guidance under Internal Revenue Code Section 409A (a) It “409A”). The intent of the parties hereto is intended that payments and benefits under this Agreement comply with the provisions of Section or be exempt from 409A of the Code so as not to subject Executive and, accordingly, to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be in compliance therewith, operated including, without limitation, that references to “termination of employment” and administered like terms, with respect to payments and benefits that are provided under a “nonqualified deferred compensation plan” (as defined in a manner consistent 409A) that is not exempt from 409A, will be interpreted to mean “separation from service” (as defined in 409A). In the event that amendments to this Agreement are necessary in order to comply with these intentions409A or to minimize or eliminate any income inclusion and penalties under 409A (e.g., under any document or operational correction program), Avon and you agree to negotiate in good faith the applicable terms of such amendments and to implement such negotiated amendments, on a prospective and/or retroactive basis, as needed. To the extent that any regulations amount payable or other guidance issued benefit to be provided under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement constitutes an amount payable or benefit to maintain be provided under a “nonqualified deferred compensation plan” (as defined in 409A) that is not exempt from 409A, and such amount or benefit is payable or to the maximum extent practicable the original intent be provided as a result of the Agreement while avoiding the application of such taxes or interest under Section a “separation from service” (as defined in 409A), and you are a “specified employee” (as defined in 409A of the Code. (band determined pursuant to procedures adopted by Avon from time to time) Notwithstanding on your separation from service date, then, notwithstanding any other provision in this Agreement to the contrary, if Executive such payment or Initials JO benefit will not be made or provided to you before the day after the date that is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay months following your separation from service. Notwithstanding the Termination Date. For purposes foregoing, Avon makes no representation to you about the effect of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes provisions of this Agreement during and Avon shall have no liability to you in the 12-month period event that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee you become subject to taxation under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year409A (other than any tax reporting and/or withholding obligations that Avon may have under applicable law).

Internal Revenue Code Section 409A. (a) It This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Code so as not to subject Executive to Code, and specifically, with the payment of additional taxes “short-term deferral exception” under Treasury Regulation Section 1.409A-1(b)(4) and interest the “separation pay exception” under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. In furtherance of this intent, this Agreement shall If any payment or benefit hereunder cannot be interpreted, operated and administered in a manner consistent with these intentions, and to provided or made at the extent that any regulations or other guidance issued under Section 409A of the Code would result in time specified herein without incurring sanctions on Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, then the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes payment or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation benefit shall be subject to a six (6) month delay following provided in full at the Termination Dateearliest time thereafter when the sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (within the meaning of the term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, the provision will be deemed null and void to the extent permitted by applicable law, and any amount will be payable in accordance with Section 16(b) of this Agreement. In no event shall Executive, directly or indirectly, designate the calendar year of payment. (b) If, when separation from service occurs, Executive is a “specified employee” within the meaning of Section 409A of the Code, and if the cash severance payment under Section 3(a) of this Agreement would be considered deferred compensation made hereunderunder Section 409A of the Code, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordinglyfinally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., the aforementioned “short-term deferral shall only apply exception” under Treasury Regulations Section 1.409A-1(b)(4) or the “separation pay exception” under Treasury Section 1.409A-1(b)(9)(iii)), the Bank will make the maximum severance payment possible in order to separate payments which would occur during comply with an exception from the six month requirement and make any remaining severance payment under Section 3(a) of the Agreement to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, months after the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to which Executive in accordance with the payment schedule established hereinseparates from service. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined References in Code this Agreement to Section 416(i) 409A of the Code without regard to paragraph (5) thereof)include rules, as determined regulations, and guidance of general application issued by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) Department of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee Treasury under Internal Revenue Section 416(i) 409A of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended The Bank and Employee intend that this Agreement comply all severance payments and benefits to be made to Employee hereunder will be provided or paid to Employee in compliance with the all applicable provisions of Internal Revenue Code Section 409A of (“Section 409A”) and the Code so as not to subject Executive to regulations issued thereunder, and the payment of additional taxes rulings, notice and interest under Section 409A of other guidance issued by the Code. In furtherance of this intentInternal Revenue Service interpreting the same, and that this Agreement shall be interpreted, operated construed and administered in a manner consistent accordance with these intentionssuch intent. This Agreement may be modified to the extent necessary to comply with all applicable requirements of, and to avoid the imposition of any additional tax, interest and penalties under, Section 409A in connection with the benefits and payments to be provided or paid to Employee hereunder. Any such modification shall maintain the original intent and benefit to the Bank and Employee of the applicable provision of this Agreement, to maximum extent possible without violating Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. Any payments hereunder that any regulations qualify for the “short-term deferral” or other guidance issued “involuntary separation pay” exception or another exception under Section 409A of shall be paid under the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) applicable exception. Notwithstanding any provision anything in this Agreement to the contrary, if Executive Employee is determined to be considered a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For “specified employee” for purposes of Section 409A and if payment of the Code, all installment payments any amounts under this Agreement is required to be delayed for a period of deferred compensation made hereunder, or six months after separation from service pursuant to another plan or arrangementSection 409A, payment of such amounts shall be deemed to be separate payments and, accordingly, delayed as required and the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments accumulated amounts shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as within 10 days after the end of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid If Employee dies during the six-month postponement period following prior to the Termination Date payment of benefits, the amounts withheld on account of Section 409A shall be paid to Executive in accordance with the personal representative of Employee’s estate within 60 days after the date of Employee’s death. In no event shall Employee, directly or indirectly, designate the calendar year of any payment schedule established hereinunder this Agreement. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended The Company and Employee intend that the payments and benefits provided for in this Agreement comply either be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the provisions intent of this Section 6.2. In the event taxes, penalties or interest are imposed on Employee pursuant to Code Section 409A (collectively, "409A Payments"), then the Company shall fully indemnify Employee for or with respect to such 409A Payments, plus such additional "gross up" amount as may be necessary to make Employee whole for any taxes payable with respect to the amounts paid pursuant to such indemnification. (b) Notwithstanding anything contained herein to the contrary, all severance or similar payments and benefits hereunder, other than any amounts payable by reason of Employee's death or disability, shall be paid or provided only if termination of Employee's employment constitutes a "separation from service" from the Company within the meaning of Section 409A of the Code so as not to subject Executive to and the payment of additional taxes regulations and interest guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. § l.409A-l(h)(l)). The Company and Employee further intend that all severance or similar payments and benefits under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, thensatisfy, to the greatest extent required pursuant to Section 409A(a)(2)(B)(i) of possible, the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following exemptions from the Termination Date. For purposes application of Section 409A of the Code, all including those provided under Treas. Reg. §§ 1.409A-l(b)(4) (regarding short-term deferrals), 1.409A-l(b)(9)(iii) (regarding certain separation pay plans), and l.409A-l(b)(9)(v) (regarding reimbursements and certain other separation payments). Each payment or installment of severance or similar payments provided under this Agreement will be treated as a separate "payment" for purposes of Code Section 409A. (c) If, upon the termination of Employee's employment with the Company, (i) Employee is a Specified Employee (as defined herein) of a public company (as defined for purposes of Code Section 409(a)(2)(B)(i)) and (ii) any severance or similar payments or benefits provided in this Agreement constitute nonqualified deferred compensation made hereunderunder Code Section 409A because they do not qualify for any available exemptions, or pursuant to another plan or arrangement, then the amount of such nonqualified deferred compensation that otherwise would be paid within the first six months following such termination of employment shall instead shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated withheld and paid in a lump-single lump sum catch-up payment as of on the first day of the seventh-month regularly scheduled payroll date immediately following the Termination Date (or, if earlier, date that is six months after the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) termination, without adjustment for this period of the delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification periodpayment. For purposes of determining whether Executive is this Agreement, a key employee under "Specified Employee" means a "specified employee" as defined for purposes of Code Section 416(i) 409A(a)(2)(B)(i), as amended from time to time. The foregoing shall not apply with respect to any amounts payable hereunder by reason of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearEmployee's death or disability.

Internal Revenue Code Section 409A. (a) It is intended that Notwithstanding any provision of this Agreement, this Agreement shall be construed and interpreted to comply with Section 409A of the provisions Internal Revenue Code of 1986, as amended, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A or regulations thereunder. For purposes of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest limitations on nonqualified deferred compensation under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent each payment of compensation under the Agreement while avoiding shall be treated as a separate payment of compensation for purposes of applying the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to Code deferral election rules and the contrary, if Executive is determined to be a Specified Employee as exclusion from Section 409A of the Termination Date, then, to Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service within the extent required pursuant to meaning of Section 409A(a)(2)(B)(i) 409A of the Code, payments due under this Agreement which are deemed to be deferred compensation Code shall be subject to a six (6) month delay following excludible from the Termination Date. For purposes requirements of Section 409A of the Code, all installment payments either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of deferred compensation made hereunderthe calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a “specified employee” as determined by the Company, then to the extent that any amount or pursuant benefit that would be paid or provided to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the Executive under this Agreement within six (6) month deferral period months of his “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as is considered for purposes of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due Section 409A to be owed to Executive by virtue of his separation from service, then such amount or benefit will not be paid or provided during the six-month period following the Termination Date date of Executive’s separation from service and instead shall be paid or provided on the first business day that is at least seven (7) months following the date of Executive’s separation from service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code requirements of Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) 409A of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by including, where applicable, the Employer requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a particular calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. (a) It is intended that this the Agreement shall comply with the provisions of Section 409A of the Code and the related U.S. Treasury Department regulations and guidance promulgated thereunder (“Code Section 409A”) so as not to subject the Executive to the payment of additional taxes and interest under Code Section 409A of the Code. In furtherance of this intent409A, this Agreement and shall be interpreted, operated and administered in a manner consistent with these those intentions, and to . To the extent that any regulations or other guidance issued under payment hereunder constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A 409A, then the following shall apply: ​ a. For purposes of determining the Code would result in Executive being subject to payment timing of additional income taxes or interest under Section 409A of the Codeany such payment, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision all references in this Agreement to the contrary, if Executive is determined to be Termination Date shall mean a Specified Employee “separation from service” as of the Termination Date, then, to the extent required pursuant to defined in Code Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. 409A. b. For purposes of Code Section 409A of the Code409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. ​ c. If the Executive is a Specified Employee (as defined in Code Section 409A) as of his separation from service with the Bank, then, only to the extent required pursuant to Code Section 409A(a)(2)(B)(i), payments and, accordingly, the aforementioned deferral due under this Agreement shall only apply be subject to separate payments which would occur during the a six (6) month deferral period and all other payments shall be unaffecteddelay following the Executive’s separation from service. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date separation from service (or, if earlier, the date of death of the Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on of the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date termination shall be paid to the Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean . ​ Notwithstanding the foregoing, the Bank makes no representations or promises as to the tax effect of any person who is a “key employee” (as defined in payments under this Agreement or their compliance with Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.409A. ​

Internal Revenue Code Section 409A. (a) It is intended that If any provision of this Agreement comply with the provisions (or of Section 409A any award of the Code so as not to subject compensation, including equity compensation or benefits) would cause Executive to the payment of incur any additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with Executive, reform such provision to comply with Section 409A of the Code, provided that the parties agree Company agrees to amend this Agreement to maintain maintain, to the maximum extent practicable practicable, the original intent and economic benefit to Executive of the Agreement while avoiding applicable provision without violating the application provisions of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if Executive is determined deemed on the date of Termination or Retirement, as applicable, to be a Specified Employee as “specified employee” within the meaning of the Termination Date, then, to the extent required pursuant to that term under Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), payments due under this Agreement which are deemed then with regard to any payment or the provision of any benefit that is required to be deferred compensation delayed in compliance with section 409A(a)(2)(B) of the Code such payment or benefit shall not be made or provided (subject to a the last sentence hereof) prior to the earlier of (A) the expiration of the six (6) month delay following 6)-month period measured from the Termination Date. For purposes date of his “separation from service” (as such term is defined under Section 409A of the Code, all installment payments of deferred compensation made hereunder, ) or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6B) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of his death (the “Delay Period”). Upon the expiration of Executive) with the Delay Period, all such payments and benefits delayed payments being credited with interest pursuant to this section (compounded monthly) for this period of delay equal to whether they would have otherwise been payable in a single sum or in installments in the prime rate in effect on the first day absence of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date delay) shall be paid to or reimbursed Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment schedule established dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall pay the full cost of premiums for such welfare benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period promptly after its conclusion. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of To the Code without regard to paragraph (5) thereofextent permitted under Treasury Reg.§1.401A-2(b), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Company and Executive is determined to designate all payments that may be a key employee due Executive under Section 416(i10 (Severance) of the Code or 13 (without regard Retirement) to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of separate payments and not as installment payments. (d) Neither the Company nor Executive shall either accelerate or delay any payment due under this Agreement during that constitutes “nonqualified deferred compensation” within the 12-month period that begins on meaning of Section 409A except to the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee extent permitted under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year409A or regulations or Treasury guidance promulgated thereunder.

Internal Revenue Code Section 409A. (a) It is intended Employer and Employee intend that this Agreement comply all payments and benefits to be made to Employee hereunder will be provided or paid to Employee in compliance with the all applicable provisions of Internal Revenue Code Section 409A of (“Section 409A”) and the Code so as not to subject Executive to regulations issued thereunder, and the payment of additional taxes rulings, notice and interest under Section 409A of other guidance issued by the Code. In furtherance of this intentInternal Revenue Service interpreting the same, and that this Agreement shall be interpreted, operated construed and administered in a manner consistent accordance with these intentionssuch intent. This Agreement may be modified to the extent necessary to comply with all applicable requirements of, and to avoid the imposition of any additional tax, interest and penalties under, Section 409A in connection with the benefits and payments to be provided or paid to Employee hereunder. Any such modification shall maintain the original intent and benefit to Employer and Employee of the applicable provision of this Agreement, to maximum extent possible without violating Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. Any payments hereunder that any regulations qualify for the “short-term deferral” or other guidance issued “involuntary separation pay” exception or another exception under Section 409A of shall be paid under the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) applicable exception. Notwithstanding any provision anything in this Agreement to the contrary, if Executive Employee is determined to be considered a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For “specified employee” for purposes of Section 409A and if payment of the Code, all installment payments any amounts under this Agreement is required to be delayed for a period of deferred compensation made hereunder, or six months after separation from service pursuant to another plan or arrangementSection 409A, payment of such amounts shall be deemed to be separate payments and, accordingly, delayed as required and the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments accumulated amounts shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as within 10 days after the end of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid If Employee dies during the six-month postponement period following prior to the Termination Date payment of benefits, the amounts withheld on account of Section 409A shall be paid to Executive in accordance with the personal representative of Employee’s estate within 60 days after the date of Employee’s death. In no event shall Employee, directly or indirectly, designate the calendar year of any payment schedule established hereinunder this Agreement. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement be exempt from or comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee Executive as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement The Parties intend to comply with the provisions requirements of Section section 409A of the Internal Revenue Code so of 1986, as not amended (“Section 409A”). All payments under this Agreement are intended to subject Executive to either be exempt from or comply with the payment requirements of additional taxes and interest Section 409A. All payments made under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpretedstrictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes penalty or interest under Section 409A of the Code, the parties agree and to amend this Agreement to maintain preserve (to the maximum nearest extent practicable reasonably possible) the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement intended benefits payable to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due hereunder. The Severance paid under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee separate payment of compensation for purposes of Section 409A. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the 12period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-month period that begins on kind benefits provided, during a calendar year may not affect the April 1 expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the close of such identification periodyear in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. For purposes of determining whether Executive is a key employee Executive’s right to any deferred compensation, as defined under Section 416(i) of 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the Codeextent necessary to avoid additional tax, “compensation” penalties and/or interest under Section 409A. Nothing herein, including the foregoing sentence, shall mean Executivechange the Company’s W-2 compensation as reported by rights and/or remedies under the Employer Agreement and/or applicable law. In no event shall the Company be liable for a particular calendar year.any penalties, costs, damages, levies or taxes imposed on Executive pursuant to Section 409A.

Internal Revenue Code Section 409A. (ai) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive Notwithstanding anything to the payment of additional taxes and interest contrary in this Agreement, no severance pay or benefits to be paid or provided to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. In furtherance ”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Employee has a “separation from service” within the meaning of this intent, Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Employee’s separation from service, or, if later, such time as required by clause (iii) below. Any installment payments that would have been made to Employee during the sixty (60) day period immediately following Employee’s separation from service but for the preceding sentence will be paid to Employee on the sixtieth (60th) day following Employee’s separation from service and the remaining payments shall be interpretedmade as provided in this Agreement. If the Employee should die before all amounts have been paid, operated and administered such unpaid amounts shall be paid in a manner consistent with these intentions, and lump-sum payment (less any withholding taxes) to the extent that any regulations Employee’s designated beneficiary, if living, or other guidance issued under Section 409A otherwise to the personal representative of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the CodeEmployee’s estate. (biii) Notwithstanding any provision anything to the contrary in this Agreement Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive is determined Employee dies following Employee’s separation from service, but prior to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other payments shall Deferred Compensation Separation Benefits will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established hereinapplicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) The Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Specified Section 409A Limit” will mean the lesser of two (2) times: (i) Employee” shall mean ’s annualized compensation based upon the annual rate of pay paid to Employee during the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any person who is Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a “key employee” (as defined in Code qualified plan pursuant to Section 416(i401(a)(17) of the Code without regard to paragraph (5) thereof), as determined by for the Employer based upon the 12-month period ending on each December 31st (such 12-month period year in which Employee’s employment is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearterminated.

Internal Revenue Code Section 409A. (a) It is intended that Notwithstanding anything in this Agreement comply with to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such amount or benefit will not be payable or distributable to Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code so as by reason of the short-term deferral exemption or otherwise. This provision does not to subject Executive to prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of additional taxes and interest under Section 409A of the Code. In furtherance of this intentany amount or benefit, this Agreement such payment or distribution shall be interpretedmade on the date, operated and administered in if any, on which an event occurs that constitutes a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code409A-compliant “separation from service.” (b) Notwithstanding any provision anything in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be any amount or benefit that would constitute non-exempt “deferred compensation shall be subject to a six (6) month delay following the Termination Date. For compensation” for purposes of Section 409A of the CodeCode would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined below), all installment payments then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation made hereunder, will be delayed until the earlier of Executive’s death or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-seventh month following Executive’s separation from service; and (ii) if the Termination Date (or, if earlierpayment or distribution is payable over time, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day amount of such sixnon-month period. Any portion of the benefits hereunder exempt deferred compensation that were not would otherwise due to be paid payable during the six-month period immediately following Executive’s separation from service will be accumulated and Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the Termination Date shall earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive in accordance with and the normal payment or distribution schedule established hereinfor any remaining payments or distributions will resume. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement The Parties intend to comply with the provisions requirements of Section section 409A of the Internal Revenue Code so of 1986, as not amended (“Section 409A”). All payments under this Agreement are intended to subject Executive to either be exempt from or comply with the payment requirements of additional taxes and interest Section 409A. All payments made under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpretedstrictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Employee hereunder. Each Severance Payment under this Agreement shall be treated as a separate payment of compensation for purposes of Section 409A. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the Codecalendar year following the year in which the expense is incurred, and (iv) the parties agree right to amend this Agreement reimbursement or in-kind benefits is not subject to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes liquidation or interest under Section 409A of the Code. (b) exchange for another benefit. Notwithstanding any provision anything in this Agreement to the contrary, if Executive is determined the Company shall not make any deductions for money or property that Employee owes to the Company, offset or otherwise reduce any sums that may be a Specified due or become payable to or for the account of Employee with respect to any arrangements other than pursuant to the terms of this Agreement, from amounts that constitute deferred compensation for purposes of Section 409A and except as of the Termination Daterequired by law. Employee’s right to any deferred compensation, thenas defined under Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent required necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In the exercise of any of its remedies, the Company will consider in good faith the impact of Section 409A on Employee and shall meaningfully consult with Employee before taking any action that might have a materially adverse impact on Employee under Section 409A. In no event shall the Company be liable for any penalties, costs, damages, levies or taxes imposed on Employee pursuant to Section 409A(a)(2)(B)(i) of 409A as long as the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive Company acts in accordance with the payment schedule established hereinthis Section 12. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. For purposes of Internal Revenue Code Section 409A, the regulations and other guidance thereunder and any state law of similar effect (a) It collectively “Section 409A”), each payment that is intended paid pursuant to this Agreement is hereby designated as a separate payment. The parties intend that all payments made or to be made under this Agreement comply with with, or are exempt from, the provisions requirements of Section 409A so that none of the Code so as not to payments or benefits will be subject Executive to the payment of additional taxes and interest adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding anything stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended to be exempt from Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent that it is exempt pursuant to such section it shall in any regulations or other guidance issued under Section 409A event be paid no later than the last day of your second taxable year following the Code would result taxable year in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the which your Involuntary Termination Date, thenhas occurred; provided that, to the extent required pursuant that such severance and any other payments paid to you in connection with your Involuntary Termination does not qualify or otherwise exceeds the limit set forth in Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(b)(9)(iii)(A) of or any similar limit promulgated by the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following Treasury or the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordinglyIRS, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder severance pay that were does not qualify or otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof)exceeds such limit, as determined by the Employer based upon Company in its sole discretion, shall be paid by no later than the 12-fifteenth (15th) day of the third (3rd) month period ending on each December 31st following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (such 12-15th) day of the third (3rd) month period is referred to below following the end of the Company’s first tax year in which your Involuntary Termination occurs, as the “identification period”provided in Treasury Regulation Section 1.409A-1(b)(4). If Executive is determined Xxxxx Leproust October 21, 2018 To the extent that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement or otherwise are not exempt from Section 409A, then (i) the benefits provided during any calendar year may not affect the benefits to be provided in any other calendar year; (ii) any payment of COBRA premiums or such other reimbursements or in-kind benefits shall be made on or before the earlier of the last day of the calendar year following the calendar year in which such expense was incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right to such benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding the above, if any of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any other applicable exemption and you are deemed by the Company at the time of your Involuntary Termination to be a key employee “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such severance payment shall not be made or commence until the date which is the first (1st) business day of the seventh (7th) month after your Involuntary Termination and the installments that otherwise would have been paid during the first six (6) months after your Involuntary Termination shall be paid in a lump sum on the first (1st) business day of the seventh (7th) month after your Involuntary Termination, with any remaining severance pay to be paid in accordance with the schedule set forth in Section 4(b) or 4(c) above, as applicable. Such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) federal tax for which you would otherwise be liable under Section 416(i409A(a)(1)(B) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during in the 12-month period that begins on the April 1 following the close absence of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yeardeferral.

Internal Revenue Code Section 409A. (a) It is intended that All payments to be made to me as a result of my termination of employment under this Agreement comply with may only be made upon a “separation from service” under section 409A of the provisions Internal Revenue Code (“Code”). In no event may I, directly or indirectly, designate the calendar year of Section a payment. (b) Separation/severance benefits under this Agreement are intended to be exempt from section 409A of the Code so as not to subject Executive under the “separation pay exception,” to the payment of additional taxes and interest maximum extent applicable. Any payments hereunder that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section section 409A of the Code would result shall be paid under the applicable exception. (c) Notwithstanding the foregoing or anything to the contrary contained in Executive being subject to payment any other provision of additional income taxes or interest under Section this Agreement, if I am a “specified employee” at the time of my “separation from service” within the meaning of section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding then any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee payment hereunder designated as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be being subject to a section 409A shall not be made until the first business day after (i) the expiration of six (6) month delay following months from the Termination Date. For purposes date of Section 409A of the Code, all installment payments of deferred compensation made hereundermy separation from service, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6ii) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of my death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on “Delayed Payment Date”). On the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date Delayed Payment Date, there shall be paid to Executive me or, if I have died, to my estate, in accordance with a single cash lump sum, an amount equal to aggregate amount of the payment schedule established hereinpayments delayed pursuant to the preceding sentence. (cd) The term “Specified Employeespecified employee” shall mean any person who individual who, at any time during the twelve (12) month period ending on the identification date (as determined by the Company or its delegate), is a “key employee” (as defined in Code Section 416(i) specified employee under section 409A of the Code without regard to paragraph (5) thereof)Code, as determined by the Employer based upon the 12-month period ending on each December 31st Company (such 12-month period is referred to below as the “identification period”or its delegate). If Executive is determined to The determination of “specified employees,” including the number and identity of persons considered “specified employees” and identification date, shall be a key employee under Section made by the Company (or its delegate) in accordance with the provisions of sections 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) and 409A of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (ai) It This Agreement is intended that this Agreement to comply with the provisions requirements of Section section 409A of the Code so (“Section 409A”). Should there arise any ambiguity as not to subject Executive to the payment whether any provision of additional taxes and interest under this Agreement contravenes one or more applicable requirements or limitations of Section 409A of and the Code. In furtherance of this intentTreasury Regulations thereunder, this Agreement such provision shall be interpreted, operated administered and administered applied in a manner consistent that complies with these intentions, and to the extent that any regulations or other guidance issued under applicable requirements of Section 409A of and the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the CodeTreasury Regulations thereunder. (bii) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due no payment or benefit under this Agreement which are deemed to be that constitutes an item of deferred compensation shall under Section 409A and becomes payable by reason of a Qualifying Termination or a Change of Control Termination will be subject made to Executive until Executive incurs a six (6) month delay following “separation from service,” within the Termination Datemeaning of Section 409A and the Treasury Regulations thereunder. For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive shall be treated as a separate identified payment or benefit for purposes of Section 409A 409A. In no event may Executive, directly or indirectly, designate the calendar year of the Codea payment. In addition, all installment payments no payment or benefit that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of Executive’s separation from service will be made hereunder, or pursuant to another plan or arrangement, shall be deemed Executive prior to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six earlier of (6i) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-seventh month following the Termination Date date of such separation from service or (ii) the date of Executive’s death, if Executive is deemed at the time of such separation from service to be a specified employee (as determined in accordance with Section 409A and the Treasury Regulations thereunder) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A. Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to Executive in a lump sum on the first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-the month periodimmediately following the date the Company receives proof of Executive’s death. Any portion of the remaining payments or benefits hereunder that were not otherwise due to under this Agreement will be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the normal payment schedule established dates specified herein. (ciii) The term “Specified Employee” Any reimbursements or other in-kind benefits provided under this Agreement shall mean any person who is a “key employee” be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (as defined in Code Section 416(i1) all such reimbursements will be made on or before the last day of the Code without regard taxable year following the taxable year in which Executive incurred such reimbursed expense, (2) the right to paragraph reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (53) thereof)the amount of expenses eligible for reimbursement, as determined by or the Employer based upon in-kind benefits provided, during any taxable year of Executive will not affect the 12expenses eligible for reimbursement, or the in-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined kind benefits to be a key employee under Section 416(iprovided, in any other taxable year of Executive, and (4) of the Code (without regard to paragraph (5) thereof), he shall any reimbursement will be treated as a Specified Employee for purposes of this Agreement expenses incurred only during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yeartime specified in this Agreement.

Internal Revenue Code Section 409A. (a) It A. The intent of the parties is intended that payments and benefits under this Agreement comply with the provisions of or be exempt from Internal Revenue Code Section 409A of and the Code so as not to subject Executive regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intentmaximum extent permitted, this Agreement shall be interpretedinterpreted to be exempt from Section 409A or in compliance therewith, operated and administered in a manner consistent with these intentionsas applicable. In no event whatsoever shall Employer or any of its affiliates be liable for or have any obligation to indemnify me or hold me harmless from any tax, and to the extent interest or penalties that any regulations or other guidance issued may be imposed on me under Section 409A or any damages related thereto. B. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the Code would result in Executive being subject to payment of additional income taxes any amounts or interest benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the Code, meaning of Section 409A and the parties agree payment thereof prior to amend a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to maintain any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” C. I hereby acknowledge that I am, and will be on the maximum extent practicable date of termination, a “specified employee” within the original intent meaning of that term under Section 409A(a)(2)(B), and therefore, with regard to any payment or the Agreement while avoiding the application provision of such taxes or interest any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the first business day following the date which is the earlier of (A) the expiration of the Code. six (b6)-month period measured from the date of my “separation from service,” and (B) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as date of my death (the “Delay Period”). Upon the expiration of the Termination DateDelay Period, then, to the extent required all payments and benefits delayed pursuant to this Section 409A(a)(2)(B)(i(whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) of shall be paid or reimbursed to me in a lump sum on the Codefirst business day following the Delay Period, and any remaining payments and benefits due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following paid or provided in accordance with the Termination Date. normal payment dates specified for them herein. D. For purposes of Section 409A 409A, pursuant to Section 1 of the CodeAmendment Agreement to my Employment Agreement between me and the Employer, all effective as of December 31, 2008, my right to receive any installment payments pursuant to this Agreement shall be considered and are designated as, a series of separate and distinct payments. E. With respect to any payment set forth herein that constitutes nonqualified deferred compensation made hereundersubject to Section 409A: (i) All expenses or other reimbursements as provided herein, or pursuant to another plan or arrangementother than the reimbursement of legal expenses provided in Section 4.F., shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established herein. (c) The term “Specified Employee” Employer's policies in effect from time to time, but in any event shall mean any person who is a “key employee” (as defined in Code Section 416(i) be made on or prior to the last day of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 taxable year following the close of taxable year in which such identification period. For purposes of determining whether Executive is a key employee under Section 416(iexpenses were incurred by me; (ii) of no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the Code, “compensation” expenses eligible for reimbursement in any other taxable year; and (iii) the right to reimbursement or in-kind benefits shall mean Executive’s W-2 compensation as reported by the Employer not be subject to liquidation or exchanged for a particular calendar yearanother benefit.

Internal Revenue Code Section 409A. (a) It is intended the intent of the Parties that any compensation and benefits payable or provided to Employee under this Agreement comply be paid or provided in compliance with the provisions of Section 409A of the Code so as and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) or in accordance with any applicable exemption from Section 409A. The Parties acknowledge and agree that all compensation and benefits payable or provided to Employee under Agreement are paid and provided in compliance with Section 409A, and therefore, the Company shall not to subject Executive report any of such compensation or benefits in Box 12 of Employee’s Form W-2 using code “Z.” Notwithstanding anything to the payment contrary in this Agreement, if Employee is a “specified employee” within the meaning of additional taxes and interest under Section 409A at the time of Employee’s separation from service (other than due to death), then the payments of “nonqualified deferred compensation” subject to Section 409A, if any, that are payable within the first six months following Employee’s separation from service, will be paid on the first date of the Codeseventh (7th) month following the date of Employee’s separation from service. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined to be a Specified Employee as in the event of Employee’s death following Employee’s separation from service, but before the six month anniversary of the Termination Dateseparation from service, then, to then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the extent required pursuant to Section 409A(a)(2)(B)(i) date of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period Employee’s death and all other deferred compensation payments shall will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established herein. (c) The term “Specified applicable to each payment or benefit. For purposes of Section 409A, Employee” shall mean ’s right to receive any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard installment payments pursuant to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he this Agreement shall be treated as a Specified Employee for purposes right to receive a series of separate and distinct payments. Whenever a payment under this Agreement during the 12-month specifies a payment period that begins on the April 1 with reference to a number of days (e.g., “within sixty (60) days following the close date of such identification period. For purposes termination”), the actual date of determining whether Executive is a key employee under Section 416(i) payment within the specified period shall be within the sole discretion of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearCompany.

Internal Revenue Code Section 409A. (a) It is intended the intent of the Parties that any compensation and benefits payable or provided to Executive under this Agreement comply be paid or provided in compliance with the provisions of Section 409A of the Code so as and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) or in accordance with any applicable exemption from Section 409A. Unless otherwise provided herein, the Parties acknowledge and agree that all compensation and benefits payable or provided to Executive under Agreement are paid and provided in compliance with Section 409A, and therefore, the Company shall not to subject Executive report any of such compensation or benefits in Box 12 of Executive’s Form W-2 using code “Z.” Notwithstanding anything to the payment contrary in this Agreement, Executive has been determined to be a "specified employee" within the meaning of additional taxes and interest under Section 409A at the time of Executive's separation from service (other than due to death), therefore, the payments of "nonqualified deferred compensation" subject to Section 409A, that are payable within the first six months following Executive's separation from service, will be paid on the first date of the Codeseventh (7th) month following the date of Executive's separation from service. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined to be a Specified Employee as in the event of Executive's death following Executive's separation from service, but before the six month anniversary of the Termination Dateseparation from service, then, to then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the extent required pursuant to Section 409A(a)(2)(B)(i) date of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period Executive's death and all other deferred compensation payments shall will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean applicable to each payment or benefit. For purposes of Section 409A, Executive's right to receive any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard installment payments pursuant to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he this Agreement shall be treated as a Specified Employee for purposes right to receive a series of separate and distinct payments. Whenever a payment under this Agreement during the 12-month specifies a payment period that begins on the April 1 with reference to a number of days (e.g., “within sixty (60) days following the close date of such identification period. For purposes termination”), the actual date of determining whether Executive is a key employee under Section 416(i) payment within the specified period shall be within the sole discretion of the CodeCompany, but shall not exceed the maximum days allotted (e.g. “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearwithin sixty (60) days”).

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if Executive is determined deemed by the Company at the time of his Separation from Service to be a Specified Employee as “specified employee” for purposes of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day extent delayed commencement of such six-month period. Any any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If which Executive is determined entitled under this Agreement is required in order to be avoid a key employee prohibited distribution under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i409A(a)(2)(B)(i) of the Code, “compensation” shall mean such portion of Executive’s W-2 benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this ¶ 10(f) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent that any payments or reimbursements provided to Executive under this Agreement are deemed to constitute compensation as reported by to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to Executive reasonably promptly, but in no event later than December 31 of the Employer year following the year in which the expense was incurred. The amount of any such payments eligible for a particular calendar reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s and his estate’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

Internal Revenue Code Section 409A. (a) It is intended that a. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits will become payable under this Agreement comply with until Executive has a “separation from service” within the provisions meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Further, if Executive is a “specified employee” within the meaning of Section 409A at the time of the Code so as not Executive’s separation from service (other than due to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intentdeath), this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, then if and to the extent that any regulations or other guidance issued necessary to avoid subjecting Executive to an additional tax under Section 409A 409A, any Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following Executive’s separation from service will be paid on the date that is six (6) months and one (1) day following the date of Executive’s separation of service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the Code would result in Executive being subject payment schedule applicable to each payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) benefit. Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined dies following his separation from service but prior to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period anniversary of his separation from service, then any payments delayed in accordance with this Section 27.a will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other payments shall Deferred Compensation Separation Benefits will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a “key employee” (as defined in Code separate payment for purposes of Section 416(i1.409A-2(b)(2) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”)Treasury Regulations. If Executive is determined to be a key employee under See Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes 17 of this Agreement during regarding Executive’s responsibility for the 12-month period payment of taxes. b. Executive and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that begins on the April 1 following the close are appropriate or desirable to avoid imposition of such identification period. For purposes of determining whether any additional tax or income recognition prior to actual payment to Executive is a key employee under Section 416(i409A. Notwithstanding any contrary provision of this Agreement, in no event will the Company have any liability or obligation to reimburse, indemnify, or hold harmless Executive (or Executive’s estate or beneficiaries or any other person) for any taxes, costs or liabilities that may be imposed on or incurred by Executive (or Executive’s estate or beneficiaries or any other person) as a result of Section 409A or any provision of the Code. The provisions of this Agreement are intended to comply with or be exempt from the requirements of Section 409A so that none of the Severance Payment, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearCOBRA Payment or other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to so comply or be exempt.

Internal Revenue Code Section 409A. (a) It If at the time of the Executive’s separation from service, (i) the Executive is intended that this Agreement comply with a specified employee (within the provisions meaning of Section 409A of the Internal Revenue Code so of 1986, as not amended (the “Code”), and using the identification methodology selected by the Company from time to subject Executive to time), and (ii) the payment Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of additional taxes and interest under Section 409A of the Code. In furtherance ), the payment of this intent, this Agreement shall which is required to be interpreted, operated and administered in a manner consistent with these intentions, and delayed pursuant to the extent that any regulations or other guidance issued under six-month delay rule set forth in Section 409A of the Code would result in Executive being subject order to payment of avoid additional income taxes or interest under Section 409A of the Code, then the parties agree to amend this Agreement to maintain to Company will not pay such amount on the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid otherwise scheduled payment date but will instead pay it in a lump-lump sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first to occur of (x) the first business day of after such six-month period. Any portion , (y) Executive’s death, or (z) such other date as will not cause such payment to be subject to tax or interest under Code Section 409A. (b) It is the intention of the Parties that payments or benefits hereunder payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Code Section 409A. To the extent such potential payments or benefits could become subject to Code Section 409A, the Parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that were does not otherwise due result in such tax being imposed. The Executive shall, at the request of the Company, take any action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Code Section 409A. In no event shall the Company be paid during the six-month period following the Termination Date shall be paid liable to Executive in accordance with for any taxes, penalties, or interest that may be due as a result of the payment schedule established herein.application of Code Section 409A. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard With respect to paragraph (5) thereof)payments under this Agreement, as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close Code Section 409A, each severance payment will be considered one of a series of separate payments, and each such identification period. payment shall be a separately identifiable and determinable amount. (d) For purposes of determining whether the timing of any payment of severance compensation, the Executive will be deemed to have a termination of employment only upon a “separation from service” within the meaning of Code Section 409A. (e) Any amount that the Executive is a key employee entitled to be reimbursed under Section 416(i) this Agreement will be reimbursed to the Executive as promptly as practical, and in any event not later than the last day of the Code, “compensation” shall mean calendar year following the year in which the expenses were incurred. (f) Executive’s W-2 termination of his employment for Good Reason is intended to be a separation from service for good reason as described in Treas. Reg. § 1.409A-1(n)(2) and this Agreement shall be interpreted and construed accordingly. (g) For purposes of this Agreement, each payment of severance compensation is intended to be excepted from Code Section 409A to the maximum extent provided under Code Section 409A as reported by follows: (i) each payment that is scheduled to be made following Executive’s termination of employment and within the Employer applicable 2 1/2 month period specified in Treas. Reg. § 1.409A(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg.§ 1.409A-1(b)(4) and (ii) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii) or the exception for a particular calendar yearlimited payments described in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The Executive shall have no right to designate the date of any payment of severance compensation to be made hereunder.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties Parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer Bank based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer Bank for a particular calendar year.. (remainder of page intentionally left blank)

Internal Revenue Code Section 409A. (ai) It is intended Notwithstanding any provision to the contrary herein, no Deferred Compensation Separation Payments (as defined below) that becomes payable under this Agreement comply by reason of Employee’s termination of employment with the provisions Company (or any successor entity thereto) will be made unless such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code so as not (the “Code”), and any final regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”). Further, if Employee is a “specified employee” of the Company (or any successor entity thereto) within the meaning of Section 409A on the date of Employee’s termination (other than a termination due to subject Executive death), then the severance payable to the payment of additional taxes and interest Employee, if any, under this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together the “Deferred Compensation Separation Payments”) that are payable within the first six (6) months following Employee’s termination of employment, shall be delayed until the first payroll date that occurs on or after the date that is six (6) months and one (1) day after the date of the Code. In furtherance of this intenttermination, this Agreement when they shall be interpretedpaid in full arrears. All subsequent Deferred Compensation Separation Payments, operated and administered if any, shall be paid in a manner consistent accordance with these intentions, and the payment schedule applicable to the extent that any regulations each payment or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) benefit. Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined Employee dies following his termination but prior to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period anniversary of his termination, then any Payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other payments shall Payments will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established hereinapplicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (cii) The Any amounts paid under this Agreement that satisfy the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Payments for purposes of clause (ii) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Payments for purposes of clause (ii) above. “Specified Section 409A Limit” will mean the lesser of two (2) times: (A) Employee” shall mean ’s annualized compensation based upon the annual rate of pay paid to Employee during the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any person who is Internal Revenue Service guidance issued with respect thereto; or (B) the maximum amount that may be taken into account under a “key employee” (as defined in Code qualified plan pursuant to Section 416(i401(a)(17) of the Code without regard to paragraph (5) thereof), as determined by for the Employer based upon the 12-month period ending on each December 31st (such 12-month period year in which Employee’s employment is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearterminated.

Internal Revenue Code Section 409A. (a) It This Severance Agreement is intended that this Agreement to comply with the provisions short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4) and be exempt from Code Section 409A, and shall be construed and interpreted in accordance with such intent, provided that, if any payment provided at any time hereunder involves non-qualified deferred compensation within the meaning of Code Section 409A of 409A, it is intended to comply with the Code so as not to subject Executive to the payment of additional taxes applicable rules with regard thereto and interest under Section 409A of the Codeshall be interpreted accordingly. In furtherance no event may you designate, directly or indirectly, the calendar year of any payment to be made under this intentSeverance Agreement that is considered non-qualified deferred compensation. In the event the time period for considering any general release and it becoming effective as a condition of receiving a severance benefit shall overlap two calendar years, this Agreement no amount of such severance shall be interpreted, operated and administered paid in a manner consistent with these intentionsthe earlier calendar year. 8x8 does not guarantee that tax treatment of any payment or benefits made under this Severance Agreement, and to the extent that you shall be responsible in any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income event for any taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments penalties due under this Agreement which federal or state tax laws due to payments made hereunder. If you are deemed to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a "separation from service" (as defined under Treasury Regulation § 1.409A-1(h)), such payment or benefit shall be subject to a six made or provided at the date which is the earlier Page 3 of 4 K.N. _________ of (6A) month delay the date that is immediately following the Termination Date. For purposes expiration of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral 6)-month period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, measured from the date of such "separation from service," or (B) the date of your death (the "Delay Period"). Upon the expiration of Executive) with the Delay Period, all such payments and benefits delayed payments being credited with interest pursuant to this paragraph (compounded monthly) for this period of delay equal to whether they would have otherwise been payable in a single sum or in installments in the prime rate in effect on the first day absence of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date delay) shall be paid or reimbursed to Executive you in a lump sum (without interest), and any remaining payments and benefits due under this Severance Agreement shall be paid or provided in accordance with the normal payment schedule established dates specified for them herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of imposes additional taxes and interest on compensation or benefits deferred under certain "nonqualified deferred compensation plans" (as defined under the Code). These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. The Company reserves the right to provide compensation or benefits under any such plan, including this Agreement, in amounts, at times and in a manner that minimizes taxes, interest or penalties as a result of Section 409A, including any required withholdings, and you agree to cooperate with the Company in such actions. Because you are a "specified employee," as such term is defined under Section 409A (generally one of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, thenCompany's top 50 highest paid officers), to the extent required pursuant under Section 409A, the Company will not make any payments to Section 409A(a)(2)(B)(i) of the Code, payments due you under this Agreement which are deemed to be deferred compensation shall be subject to or applicable plan, as the case may be, including without limitation the Pension Equalization Plan, upon a "separation of service," as such term is defined under Section 409A, until six (6) month delay following the Termination Date. For purposes months after your date of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (separation from service or, if earlier, the date of death your death. Upon expiration of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion , or, if earlier, the date of your death, the Company shall make a payment to you (or your beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to you from the date of separation from service through the end of the benefits hereunder six (6) month period had you not been a "specified employee", and thereafter the Company will make all the payments at the times specified in this Agreement or applicable plan, as the case may be. In addition, the Company and you agree that, for purposes of this Agreement, termination of employment (or any variation thereof) will satisfy all of the requirements of "separation from service" as defined under Section 409A. For purposes of this Agreement, the right to a series of installment payments, such as salary continuation or severance payments, shall be treated as the right to a series of separate payments and shall not be treated as a right to a single payment. For purposes of this Agreement, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a particular section of the Code shall include any provision that were modifies, replaces or supersedes such section. For the avoidance of doubt, the Company shall provide you with payments attributable to Severance Pay, Benefit Programs, Insurance Program, Fringe Benefit Programs and Bonus referred to above, respectively, in Sections 1.a., 1.b., 1.c., 1.d. and 1.e., immediately from and after the Effective Date through April 1, 2014 if and to the extent the taxable amounts of any such payments that do not otherwise due qualify for as a “short-term deferral” within the meaning of Tres. Reg. Section 1.409A-1(b)(4) do not exceed $510,000. Also, the Company shall provide you with Outplacement referred to be paid above in Section 1.g. during the six-month period following Severance Period. Additionally, the Termination Date Company shall be paid provide you the three LTIP grant payments referred to Executive above in Section 1.f.i as soon as administratively practical after April 1, 2014, but in no event later than April 15, 2014. The Company shall pay your Excess Savings Plan and PEP account balances in accordance with the payment schedule established hereinterms of those plans. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that Notwithstanding any provision of this Agreement, this Agreement shall be construed and interpreted to comply with Section 409A of the provisions Internal Revenue Code of 1986, as amended, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A or regulations thereunder. For purposes of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest limitations on nonqualified deferred compensation under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent each payment of compensation under the Agreement while avoiding shall be treated as a separate payment of compensation for purposes of applying the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to Code deferral election rules and the contrary, if Executive is determined to be a Specified Employee as exclusion from Section 409A of the Termination Date, then, to Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service within the extent required pursuant to meaning of Section 409A(a)(2)(B)(i) 409A of the Code, payments due under this Agreement which are deemed to be deferred compensation Code shall be subject to a six (6) month delay following excludible from the Termination Date. For purposes requirements of Section 409A of the Code, all installment payments either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of deferred compensation made hereunderthe calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a "specified employee" as determined by the Company, then to the extent that any amount or pursuant benefit that would be paid or provided to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the Executive under this Agreement within six (6) months of his "separation from service" (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Executive by virtue of his separation from service, then such amount or benefit will not be paid or provided during the six- month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect 's separation from service and instead shall be paid or provided on the first business day that is at least seven (7) months following the date of Executive's separation from service, except to the extent that, in the Company's reasonable judgment, payment during such six-month period. Any portion of period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date Agreement shall be paid to Executive made or provided in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code requirements of Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) 409A of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by including, where applicable, the Employer requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a particular calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. (a) It This Severance Agreement is intended that this Agreement to comply with the provisions short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4) and be exempt from Code Section 409A, and shall be construed and interpreted in accordance with such intent, provided that, if any payment provided at any time hereunder involves non-qualified deferred compensation within the meaning of Code Section 409A of 409A, it is intended to comply with the Code so as not to subject Executive to the payment of additional taxes applicable rules with regard thereto and interest under Section 409A of the Codeshall be interpreted accordingly. In furtherance no event may you designate, directly or indirectly, the calendar year of any payment to be made under this intentSeverance Agreement that is considered non-qualified deferred compensation. In the event the time period for considering any general release and it becoming effective as a condition of receiving a severance benefit shall overlap two calendar years, this Agreement no amount of such severance shall be interpreted, operated and administered paid in a manner consistent with these intentionsthe earlier calendar year. 8x8 does not guarantee that tax treatment of any payment or benefits made under this Severance Agreement, and to the extent that you shall be responsible in any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income event for any taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments penalties due under this Agreement which federal or state tax laws due to payments made hereunder. If you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service” (as defined under Treasury Regulation § 1.409A- 1(h)), such payment or benefit shall be subject to a six made or provided at the date which is the earlier of (6A) month delay the date that is immediately following the Termination Date. For purposes expiration of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral 6)-month period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, measured from the date of such “separation from service,” or (B) the date of your death (the “Delay Period”). Upon the expiration of Executive) with the Delay Period, all such payments and benefits delayed payments being credited with interest pursuant to this paragraph (compounded monthly) for this period of delay equal to whether they would have otherwise been payable in a single sum or in installments in the prime rate in effect on the first day absence of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date delay) shall be paid or reimbursed to Executive you in a lump sum (without interest), and any remaining payments and benefits due under this Severance Agreement shall be paid or provided in accordance with the normal payment schedule established dates specified for them herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. The parties hereto intend that all payments and benefits to be made or provided to the Executive hereunder and under any Plan (aas defined in clause (f) It is intended that this Agreement comply below) will be paid or provided in compliance with all applicable requirements of Section 409A (as defined in clause (f) below), and the provisions of Section 409A this Agreement and of the Code so as not each Plan (to subject Executive they extent they relate to the payment of additional taxes Executive’s entitlements under such Plan) shall be construed and interest under Section 409A of the Codeadministered in accordance with such intent. In furtherance of the foregoing, the provisions set forth below shall apply notwithstanding any other provision in this intentAgreement, this Agreement shall or (where applicable) any provision in any Plan, to the contrary. (a) All payments to be interpretedmade to the Executive hereunder or under any Plan, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued they constitute a deferral of compensation subject to the requirements of Section 409A (after taking into account all exclusions applicable to such payments under Section 409A of 409A), shall be made no later, and shall not be made any earlier, than at the Code would result time or times specified herein or in Executive being subject any Plan for such payments to payment of additional income taxes be made, except as otherwise permitted or interest required under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code.409A. (b) Notwithstanding The date of the Executive’s “separation from service”, as defined in Section 409A (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), shall be treated as the date of her termination of employment for purposes of determining the time of payment of any provision in this Agreement amount that becomes payable to the contraryExecutive hereunder and under any Plan upon her termination of employment and that is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment under Section 409A . (c) To the extent any payment or delivery otherwise required to be made to the Executive hereunder or under any Plan on account of her separation from service is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment and delivery under Section 409A, and if the Executive is a “specified employee” under Section 409A at the time of her separation from service, then such payment and delivery shall not be made until the first business day after the earlier of (i) the expiration of six months from the date of the Executive’s separation from service, or (ii) the date of her death (such first business day, the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid or delivered to the Executive or, if Executive is determined to be a Specified Employee as of the Termination Date, thenshe has died, to her estate, in a single payment or delivery (as applicable) all entitlements so delayed, and in the extent required case of cash payments, in a single cash lump sum, an amount equal to aggregate amount of all payments delayed pursuant to Section 409A(a)(2)(B)(ithe preceding sentence, plus interest thereon at the Delayed Payment Interest Rate (as defined below) of computed from the Code, payments due under this Agreement date on which are deemed each such delayed payment otherwise would have been made to be deferred compensation shall be subject to a six (6) month delay following the Termination Executive until the Delayed Payment Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordinglyforegoing, the aforementioned deferral “Delayed Payment Interest Rate” shall only apply to separate payments which would occur during mean the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as national average annual rate of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect payable on the first day of such jumbo six-month period. Any portion bank certificates of deposit, as quoted in the business section of the benefits hereunder that were not otherwise due to be paid during most recently published Sunday edition of The New York Times preceding the six-month period following the Termination Executive’s Date shall be paid to Executive in accordance with the payment schedule established hereinof Termination. (cd) The term In the case of any amounts payable to the Executive under this Agreement, or under any Plan, that may be treated as payable in the form of “Specified Employee” shall mean any person who is a “key employee” (series of installment payments”, as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereofTreas. Reg. §1.409A-2(b)(2)(iii), as determined by (A) the Employer based upon the 12-month period ending on each December 31st (Executive’s right to receive such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he payments shall be treated as a Specified Employee right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii), and (B) to the extent any such existing Plan does not already so provide, it is hereby amended to so provide, with respect to amounts that may become payable to the Executive thereunder. (e) The Company agrees that at all times during the Term, it will use its reasonable best efforts to maintain each Plan in documentary and operational compliance with all requirements under Section 409A, in so far as such requirements are applicable to the payments or benefits to be made or provided to the Executive under such Plan. The Company further agrees that to the extent permitted under 409A, this Agreement, and the terms of any Plan (to they extent they relate to the Executive’s entitlements under such Plan) shall be modified, as reasonably requested by the Executive, to the extent necessary to comply with all applicable requirements of, and to avoid the imposition of any additional tax, interest and penalties under, Section 409A in connection with, the benefits and payments to be provided or paid to the Executive hereunder or under such Plan. Any such modification shall maintain the original intent and economic benefit to the Executive of the applicable provision of this Agreement during or such Plan, to the 12-month period that begins on maximum extent possible without violating any applicable requirement of Section 409A. Any such modification to the April 1 following terms of any Plan may be made by means of a separate written agreement between the close Company and the Executive so as to limit the applicability of such identification period. modification to just the payments or benefits to be provided to the Executive under such Plan. (f) For purposes of determining whether Executive is a key employee under Section 416(i) of the Codeforegoing, “compensation” the following terms shall mean Executive’s W-2 compensation as reported by have the Employer for a particular calendar year.following meanings:

Internal Revenue Code Section 409A. a. Notwithstanding anything to the contrary in this Agreement, no “Deferred Compensation Separation Benefits” (aas defined below) It is intended that will become payable under this Agreement comply with until Employee has a “separation from service” within the provisions meaning of Section 409A of the Internal Revenue Code so of 1986, as not amended (the “Code”), and the final regulations and guidance promulgated thereunder (“Section 409A”). Further, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination (other than due to subject Executive death), and the severance payable to the payment of additional taxes and interest Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code(together, the parties agree “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes each payment or interest under Section 409A of the Code. (b) benefit. Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined Employee dies following his termination but prior to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period anniversary of his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other payments shall Deferred Compensation Separation Benefits will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established hereinapplicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (cb. Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) The term of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of Section 26(a) above. c. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the “Specified Employee” shall mean any person who is a “key employeeSection 409A Limit” (as defined in Code below) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 416(i26(a) above. For purposes of this Section 26(c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Employee’s taxable year preceding the Employee’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code without regard to paragraph (5) thereof), as determined by for the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular 2010 calendar year. d. The provisions of this Section 26 are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Internal Revenue Code Section 409A. (ai) It This Agreement is intended that this Agreement to comply with the provisions requirements of section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Should there arise any ambiguity as to whether any provision of this Agreement contravenes one or more applicable requirements or limitations of Section 409A of and the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intentTreasury Regulations thereunder, this Agreement such provision shall be interpreted, operated administered and administered applied in a manner consistent that complies with these intentions, and to the extent that any regulations or other guidance issued under applicable requirements of Section 409A of and the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the CodeTreasury Regulations thereunder. (bii) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due no payment or benefit under this Agreement which are deemed to be that constitutes an item of deferred compensation shall under Section 409A and becomes payable by reason of a Qualifying Termination or a Change of Control Termination will be subject made to Executive until Executive incurs a six (6) month delay following “separation from service,” within the Termination Datemeaning of Section 409A and the Treasury Regulations thereunder. For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive shall be treated as a separate identified payment or benefit for purposes of Section 409A of the Code409A. In addition, all installment payments no payment or benefit that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of Executive’s separation from service will be made hereunder, or pursuant to another plan or arrangement, shall be deemed Executive prior to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six earlier of (6i) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-seventh month following the Termination Date date of such separation from service or (ii) the date of Executive’s death, if Executive is deemed at the time of such separation from service to be a specified employee (as determined in accordance with Section 409A and the Treasury Regulations thereunder) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A. Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to Executive in a lump sum on the first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-the month periodimmediately following the date the Company receives proof of Executive’s death. Any portion of the remaining payments or benefits hereunder that were not otherwise due to under this Agreement will be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the normal payment schedule established dates specified herein. (ciii) The term “Specified Employee” Any reimbursements or other in-kind benefits provided under this Agreement shall mean any person who is a “key employee” be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (as defined in Code Section 416(i1) all such reimbursements will be made on or before the last day of the Code without regard your taxable year following the taxable year in which Executive incurred such reimbursed expense, (2) the right to paragraph reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (53) thereof)the amount of expenses eligible for reimbursement, as determined by or the Employer based upon in-kind benefits provided, during any taxable year of Executive will not affect the 12expenses eligible for reimbursement, or the in-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined kind benefits to be a key employee under Section 416(iprovided, in any other taxable year of Executive, and (4) of the Code (without regard to paragraph (5) thereof), he shall any reimbursement will be treated as a Specified Employee for purposes of this Agreement expenses incurred only during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yeartime specified in this Agreement.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement The Parties intend to comply with the provisions requirements of Section section 409A of the Internal Revenue Code so of 1986, as not amended (“Section 409A”). All payments under this Agreement are intended to subject Executive to either be exempt from or comply with the payment requirements of additional taxes and interest Section 409A. All payments made under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpretedstrictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Employee hereunder. Each Severance Payment under this Agreement shall be treated as a separate payment of compensation for purposes of Section 409A. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the Codecalendar year following the year in which the expense is incurred, and (iv) the parties agree right to amend this Agreement reimbursement or in-kind benefits is not subject to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes liquidation or interest under Section 409A of the Code. (b) exchange for another benefit. Notwithstanding any provision anything in this Agreement to the contrary, if Executive is determined the Company shall not make any deductions for money or property that Employee owes to the Company, offset or otherwise reduce any sums that may be a Specified due or become payable to or for the account of Employee with respect to any arrangements other than pursuant to the terms of this Agreement, from amounts that constitute deferred compensation for purposes of Section 409A and except as of the Termination Daterequired by law. Employee’s right to any deferred compensation, thenas defined under Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent required necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In no event shall the Company be liable for any penalties, costs, damages, levies or taxes imposed on Employee pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.409A.

Internal Revenue Code Section 409A. (a) It is To the fullest extent applicable, amounts and other benefits payable under this Letter Agreement are intended that this Agreement comply with to be exempt from the provisions definition of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. In furtherance ”) in accordance with one or more of this intentthe exemptions available under the final Treasury regulations promulgated under Code Section 409A (“409A Regulations”)(collectively, Code Section 409A and the 409A Regulations are herein after referred to as “Section 409A”) and, to the extent that any such amount or benefit is, or becomes subject to, Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with Section 409A, this Letter Agreement is intended to comply with the applicable requirements of Section 409A with respect to such amounts or benefits. To the extent possible, this Letter Agreement shall be interpreted, operated interpreted and administered in a manner consistent with these intentionsthe foregoing statement of intent. (b) If you notify the Company, and in writing, (with specificity as to the extent reason therefore) that you believe that any regulations provision of this Letter Agreement (or other guidance issued under Section 409A payment, benefit payable or any award of the Code compensation, including equity compensation therein) would result in Executive being subject cause you to payment of incur any additional income taxes tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with you, use its best efforts to amend the Letter Agreement to modify such provision to comply with Section 409A or any of the Codeexemptions under Section 409A. To the extent that any provision hereof is modified in order to comply with Section 409A or the exemptions under Section 409A, the parties agree to amend this Agreement to maintain such modification shall be made in good faith and to the maximum extent practicable reasonably practical, shall be consistent with the original intent of of, and maintain the economic benefits provided to you and the Company, under the Letter Agreement while avoiding the application of such taxes or interest under without violating Section 409A of the Code.409A. (bc) Notwithstanding any provision anything in this Letter Agreement or elsewhere to the contrary, if Executive is determined to be you are a Specified Employee (as defined in Treas. Reg. Section 1.409A-1(h)(6)(i)) on your Separation Date and the Company reasonably determines that any amount or other benefit payable to you under this Letter Agreement constitutes nonqualified deferred compensation and the payment of such amount or other benefit in accordance with the terms of the Termination DateLetter Agreement will subject you to “additional tax” under Code Section 409A(a)(1)(B) (together with any interest or penalties imposed with respect to, thenor in connection with, such tax, a “409A Tax”), then the payment of such amount or benefit shall be postponed to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first business day of the seventh-seventh month following the Termination your Separation Date (or, if earlier, the date of your death (the “Delayed Payment Date”). You and the Company may agree to take such other actions to avoid the imposition of Executivea 409A Tax at such time and in such manner as permitted under Section 409A. In the event that this paragraph 5(c) with all requires a delay in the payment of any amount, then such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate amount shall be accumulated and paid in effect a single lump sum on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established hereinDelayed Payment Date. (d) In no event whatsoever (as a result of paragraph 5(a), (b) or (c) The term “Specified Employee” above or otherwise) shall mean the Company be liable for any person who is a “key employee” (as defined in Code 409A Tax that may be imposed on you by Section 416(i) of 409A, or otherwise, or any damages for failing to comply with Section 409A or the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes provisions of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(iparagraph 5(a) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year(b) or (c).

Internal Revenue Code Section 409A. (a) It is intended the intent of the Parties that any compensation and benefits payable or provided to Executive under this Agreement comply be paid or provided in compliance with the provisions of Section 409A of the Code so as and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) or in accordance with any applicable exemption from Section 409A. Unless otherwise provided herein, the Parties acknowledge and agree that all compensation and benefits payable or provided to Executive under Agreement are paid and provided in compliance with Section 409A, and therefore, the Company shall not to subject Executive report any of such compensation or benefits in Box 12 of Executive’s Form W-2 using code “Z.” Notwithstanding anything to the payment contrary in this Agreement, Executive has been determined to be a “specified employee” within the meaning of additional taxes and interest under Section 409A at the time of Executive’s separation from service (other than due to death), therefore, the payments of “nonqualified deferred compensation” subject to Section 409A, that are payable within the first six months following Executive’s separation from service, will be paid on the first date of the Codeseventh (7th) month following the date of Executive’s separation from service. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined to be a Specified Employee as in the event of Executive’s death following Executive’s separation from service, but before the six month anniversary of the Termination Dateseparation from service, then, to then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicableafter the extent required pursuant to Section 409A(a)(2)(B)(i) date of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period Executive’s death and all other deferred compensation payments shall will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean applicable to each payment or benefit. For purposes of Section 409A, Executive’s right to receive any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard installment payments pursuant to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he this Agreement shall be treated as a Specified Employee for purposes right to receive a series of separate and distinct payments. Whenever a payment under this Agreement during the 12-month specifies a payment period that begins on the April 1 with reference to a number of days (e.g., “within sixty (60) days following the close date of such identification period. For purposes termination”), the actual date of determining whether Executive is a key employee under Section 416(i) payment within the specified period shall be within the sole discretion of the CodeCompany, but shall not exceed the maximum days allotted (e.g. “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearwithin sixty (60) days”).

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance Notwithstanding any provision of this intentAgreement, this Agreement shall be interpretedconstrued and interpreted to comply with Section 409A. For purposes of the limitations on nonqualified deferred compensation under Section 409A, operated each payment of compensation under the Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and administered in the exclusion from Section 409A for certain short-term deferral amounts. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment and service with the Company for purposes of entitlement to any payments under this Agreement which are subject to Section 409A until the Executive would be considered to have incurred a manner consistent with these intentions“separation from service” from the Company within the meaning of Section 409A. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, and either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a “specified employee” as determined by the Company, then to the extent that any regulations amount or other guidance issued under Section 409A of the Code benefit that would result in be paid or provided to Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a within six (6) month delay following the Termination Date. For months of his “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed Section 409A to be separate payments andowed to Executive by virtue of his separation from service, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal then to the prime rate in effect on extent necessary to avoid the first day imposition of taxes under Section 409A, such six-month period. Any portion of the benefits hereunder that were amount or benefit will not otherwise due to be paid or provided during the six-month period following the Termination Date date of Executive’s separation from service and instead shall be paid to Executive or provided on the first business day that is at least seven (7) months following the date of Executive’s separation from service, together with interest thereon from the date(s) originally due. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the payment schedule established herein. requirements of Section 409A, including, where applicable, the requirement that (ci) The term any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. For purposes of this Agreement, notwithstanding any other provision of this Agreement to the contrary, the Executive’s employment and service shall be deemed to have terminated only if (i) Executive is not, immediately after such event, employed by the Company, or any other person with whom Executive’s legal employer would be considered a single employer under Section 414(b) or 414(c) of the Code (collectively the “Specified Employee” shall mean any person who is Controlled Group”), and (ii) to the extent (and only to the extent) that a “key employeepayment” (as defined in Code Section 416(i409A) of provided to Executive under this Agreement is subject to Section 409A, Executive shall not be considered to have terminated employment with the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee Company for purposes of this Agreement during until Executive would be considered to have incurred a “separation from service” within the 12-month period that begins on meaning of Section 409A. The termination of Executive’s employment by any member within the April 1 following Controlled Group shall be deemed to be a termination by the close of such identification period. For Company for purposes of determining whether Executive is a key employee under Section 416(i) of this Agreement if the Code, “compensation” shall mean Executive’s W-2 compensation as reported conditions imposed by the Employer for a particular calendar yearimmediately preceding sentence are met.

Internal Revenue Code Section 409A. (a) It is intended that Notwithstanding any provision of this Agreement, this Agreement shall be construed and interpreted to comply with Section 409A. For purposes of the provisions limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under the Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and the exclusion from Section 409A for certain short-term deferral amounts. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment and service with the Company for purposes of entitlement to any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If the period during which Executive has discretion to execute or revoke the Release straddles two calendar years, the Company shall make the payments that are subject to Section 409A of the Code so as not to subject and conditioned upon the Release no earlier than January 1st of the second of such calendar years, regardless of which taxable year Executive actually delivers the executed Release to the payment Company. Any amounts payable solely on account of additional taxes and interest under an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the Codecalendar year following the calendar year of involuntary separation) to the maximum possible extent. In furtherance If, as of this intentthe Date of Termination, this Agreement shall be interpretedExecutive is a “specified employee” as determined by the Company, operated and administered in a manner consistent with these intentions, and then to the extent that any regulations amount or other guidance issued under Section 409A of the Code benefit that would result in be paid or provided to Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a within six (6) month delay following the Termination Date. For months of his “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed Section 409A to be separate payments andowed to Executive by virtue of his separation from service, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal then to the prime rate in effect on extent necessary to avoid the first day imposition of taxes under Section 409A, such six-month period. Any portion of the benefits hereunder that were amount or benefit will not otherwise due to be paid or provided during the six-month period following the Termination Date date of Executive’s separation from service and instead shall be paid to Executive or provided on the first business day that is at least seven (7) months following the date of Executive’s separation from service, together with interest thereon from the date(s) originally due. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the payment schedule established herein. requirements of Section 409A, including, where applicable, the requirement that (ci) The term any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. For purposes of this Agreement, notwithstanding any other provision of this Agreement to the contrary, Executive’s employment and service shall be deemed to have terminated only if (i) Executive is not, immediately after such event, employed by the Company, or any other person with whom Executive’s legal employer would be considered a single employer under Section 414(b) or 414(c) of the Code (collectively the “Specified Employee” shall mean any person who is Controlled Group”), and (ii) to the extent (and only to the extent) that a “key employeepayment” (as defined in Code Section 416(i409A) of provided to Executive under this Agreement is subject to Section 409A, Executive shall not be considered to have terminated employment with the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee Company for purposes of this Agreement during until Executive would be considered to have incurred a “separation from service” within the 12-month period that begins on meaning of Section 409A. The termination of Executive’s employment by any member within the April 1 following Controlled Group shall be deemed to be a termination by the close of such identification period. For Company for purposes of determining whether Executive is a key employee under Section 416(i) of this Agreement if the Code, “compensation” shall mean Executive’s W-2 compensation as reported conditions imposed by the Employer for a particular calendar yearimmediately preceding sentence are met.

Internal Revenue Code Section 409A. (a) It is intended that Notwithstanding any provision of this Agreement, this Agreement shall be construed and interpreted to comply with Section 409A. For purposes of the provisions limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under the Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and the exclusion from Section 409A for certain short-term deferral amounts. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment and service with the Company for purposes of entitlement to any payments under this Agreement which are subject to Section 409A until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If the period during which Executive has discretion to execute or revoke the Release straddles two calendar years, the Company shall make the payments that are subject to Section 409A of the Code so as not to subject and conditioned upon the Release no earlier than January 1st of the second of such calendar years, regardless of which taxable year the Executive actually delivers the executed Release to the payment Company. Any amounts payable solely on account of additional taxes and interest under an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the Codecalendar year following the calendar year of involuntary separation) to the maximum possible extent. In furtherance If, as of this intentthe Date of Termination, this Agreement shall be interpretedExecutive is a “specified employee” as determined by the Company, operated and administered in a manner consistent with these intentions, and then to the extent that any regulations amount or other guidance issued under Section 409A of the Code benefit that would result in be paid or provided to Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a within six (6) month delay following the Termination Date. For months of his “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed Section 409A to be separate payments andowed to Executive by virtue of his separation from service, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal then to the prime rate in effect on extent necessary to avoid the first day imposition of taxes under Section 409A, such six-month period. Any portion of the benefits hereunder that were amount or benefit will not otherwise due to be paid or provided during the six-month period following the Termination Date date of Executive’s separation from service and instead shall be paid to Executive or provided on the first business day that is at least seven (7) months following the date of Executive’s separation from service, together with interest thereon from the date(s) originally due. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the payment schedule established herein. requirements of Section 409A, including, where applicable, the requirement that (ci) The term any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. For purposes of this Agreement, notwithstanding any other provision of this Agreement to the contrary, the Executive’s employment and service shall be deemed to have terminated only if (i) Executive is not, immediately after such event, employed by the Company, or any other person with whom Executive’s legal employer would be considered a single employer under Section 414(b) or 414(c) of the Code (collectively the “Specified Employee” shall mean any person who is Controlled Group”), and (ii) to the extent (and only to the extent) that a “key employeepayment” (as defined in Code Section 416(i409A) of provided to Executive under this Agreement is subject to Section 409A, Executive shall not be considered to have terminated employment with the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee Company for purposes of this Agreement during until Executive would be considered to have incurred a “separation from service” within the 12-month period that begins on meaning of Section 409A. The termination of Executive’s employment by any member within the April 1 following Controlled Group shall be deemed to be a termination by the close of such identification period. For Company for purposes of determining whether Executive is a key employee under Section 416(i) of this Agreement if the Code, “compensation” shall mean Executive’s W-2 compensation as reported conditions imposed by the Employer for a particular calendar yearimmediately preceding sentence are met.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement The Company and the Executive intend to comply with the provisions requirements of Section section 409A of the Internal Revenue Code so of 1986, as not amended (“Section 409A”). All payments under this Agreement are intended to subject Executive to either be exempt from or comply with the payment requirements of additional taxes and interest Section 409A. All payments made under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpretedstrictly paid in accordance with the terms of this Agreement. The Company and the Executive expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes penalty or interest under Section 409A of the Code, the parties agree and to amend this Agreement to maintain preserve (to the maximum nearest extent practicable reasonably possible) the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement intended benefits payable to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due hereunder. The severance benefits paid under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee separate payment of compensation for purposes of Section 409A. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the 12period of time specified in the Agreement, (ii) the amount of DCACTIVE-72975020.1 expenses eligible for reimbursement, or in-month period that begins on kind benefits provided, during a calendar year may not affect the April 1 expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the close of such identification periodyear in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. For purposes of determining whether Executive is a key employee Executive’s right to any deferred compensation, as defined under Section 416(i) of 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the Codeextent necessary to avoid additional tax, “compensation” penalties and/or interest under Section 409A. Nothing herein, including the foregoing sentence, shall mean Executivechange the Company’s W-2 compensation as reported by rights and/or remedies under the Employer Agreement and/or applicable law. In no event shall the Company be liable for a particular calendar year.any penalties, costs, damages, levies or taxes imposed on Executive pursuant to Section 409A.

Internal Revenue Code Section 409A. (a) It is intended that a. The severance payments and benefits under this Agreement are intended to comply with with, or be exempt from the provisions requirements of “Section 409A 409A” (as defined below) so that none of the Code so as not to them will be subject Executive to the payment of additional taxes and interest tax imposed under Section 409A of the Code. In furtherance of this intent409A, and any ambiguities or ambiguous terms in this Agreement shall be interpreted, operated and administered in a manner consistent interpreted to be so exempt or otherwise comply with these intentions, Section 409A. If and to the extent that any regulations or other guidance issued necessary to avoid subjecting Employee to an additional tax under Section 409A 409A, and if Employee is a “specified employee” within the meaning of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A at the time of Employee’s termination (other than due to death), then the Code, “Deferred Payments” (as defined below) that are otherwise payable within the parties agree to amend this Agreement to maintain to first six (6) months following Employee’s separation from service shall become payable on the maximum extent practicable first payroll date that occurs on or after the original intent date six (6) months and one (1) day following the date of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Employee’s separation from service. Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined Employee dies following his termination but prior to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (66)-month anniversary of his termination, then any payments delayed in accordance with this Section 27(a) month deferral period shall be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other payments Deferred Payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who applicable to each payment or benefit. Each payment and benefit payable under this Agreement is a “key employee” (as defined in Code intended to constitute separate payments for purposes of Section 416(i1.409A-2(b)(2) of the Code without regard Treasury Regulations. See Section 16 of this Agreement regarding Employee’s responsibility for the payment of taxes. b. Notwithstanding anything to paragraph (5the contrary in this Agreement, no Deferred Payments shall become payable under this Agreement until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as payable until Employee has a Specified Employee for “separation from service” within the meaning of Section 409A. c. For purposes of this Agreement during Agreement, “Section 409A” means Section 409A of the 12-month period that begins on Internal Revenue Code of 1986, as amended (the April 1 following “Code”), and the close of such identification periodfinal regulations and official guidance promulgated thereunder, as each have been or may be amended from time to time. For purposes of determining whether Executive is a key employee this Agreement, “Deferred Payments” means any severance pay or benefits to be paid or provided to Employee (or Employee’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits payable to Employee (or Employee’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.409A.

Internal Revenue Code Section 409A. (a) It is intended that Notwithstanding anything in this Agreement comply with to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code would otherwise be payable or distributable hereunder by reason of Officer’s termination of employment, such amount or benefit will not be payable or distributable to Officer by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code so as by reason of the short-term deferral exemption or otherwise. This provision does not to subject Executive to prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of additional taxes and interest under Section 409A of the Code. In furtherance of this intentany amount or benefit, this Agreement such payment or distribution shall be interpretedmade on the date, operated and administered in if any, on which an event occurs that constitutes a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code409A-compliant “separation from service.” (b) Notwithstanding any provision anything in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be any amount or benefit that would constitute non-exempt “deferred compensation shall be subject to a six (6) month delay following the Termination Date. For compensation” for purposes of Section 409A of the CodeCode would otherwise be payable or distributable under this Agreement by reason of Officer’s separation from service during a period in which he is a Specified Employee (as defined below), all installment payments then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, Officer’s right to receive payment or distribution of such non-exempt deferred compensation made hereunder, will be delayed until the earlier of Officer’s death or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-seventh month following Officer’s separation from service; and (ii) if the Termination Date (or, if earlierpayment or distribution is payable over time, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day amount of such sixnon-month period. Any portion of the benefits hereunder exempt deferred compensation that were not would otherwise due to be paid payable during the six-month period immediately following Officer’s separation from service will be accumulated and Officer’s right to receive payment or distribution of such accumulated amount will be delayed until the Termination Date shall earlier of Officer’s death or the first day of the seventh month following Officer’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive in accordance with Officer and the normal payment or distribution schedule established hereinfor any remaining payments or distributions will resume. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that Certain payments and benefits payable under this Agreement are intended to comply with the provisions requirements of Section 409A of the Internal Revenue Code so of 1986, as not amended (the “Code”). Certain payments and benefits payable under this Agreement are intended to subject Executive to be exempt from the payment requirements of additional taxes and interest under Section 409A of the Code. In furtherance This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this intentAgreement are subject to Section 409A of the Code, this Agreement shall be interpreted, operated construed and administered in a manner consistent with these intentionsthat satisfies the requirements of Sections 409A(a)(2), (3) and to the extent that any regulations or other guidance issued under Section 409A (4) of the Code would result in Executive being and the Treasury Regulations thereunder (subject to payment of additional income taxes or interest the transitional relief under Internal Revenue Service Notice 2005-1, the Proposed Regulations under Section 409A of the Code, Internal Revenue Service Notice 2006-79, Internal Revenue Service Notice 2007-78 and other applicable authority issued by the parties agree Internal Revenue Service). As provided in Internal Revenue Notice 2007-78, notwithstanding any other provision of this Agreement, with respect to amend an election or amendment to change a time or form of payment under this Agreement made on or after January 1, 2008 and on or before December 31, 2008, the election or amendment shall apply only with respect to maintain payments that would not otherwise be payable in 2008 and shall not cause payments to be paid in 2008 that would not otherwise be payable in 2008. If the maximum extent practicable Employer and the original intent Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Agreement while avoiding the application of such taxes or interest under Code do not comply with Section 409A of the Code. (b) Notwithstanding any provision in , the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, the Employer and the Executive agree to amend this Agreement to Agreement, or take such other actions as the contrary, if Employer and the Executive is determined to be a Specified Employee as of the Termination Date, thendeem reasonably necessary or appropriate, to comply with the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes requirements of Section 409A of the Code, all installment the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while preserving the economic agreement of the parties. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of deferred compensation made hereunderthe Code, if any provision of the Agreement would cause such compensation, benefits or pursuant other payments to another plan or arrangementfail to so comply, such provision shall not be effective and shall be deemed null and void with respect to be separate payments andsuch compensation, accordinglybenefits or other payments, and such provision shall otherwise remain in full force and effect. Consistent with the foregoing, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder parties intend that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance the date of the Executive’s “separation from the service” with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Employer within the meaning of Code Section 416(i) of the Code without regard to paragraph (5) thereof409A(a)(2)(A)(i), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. This Agreement shall be interpreted and applied in all circumstances in a manner that is consistent with the intent of the parties that amounts earned and payable pursuant to this Agreement shall not be subject to the premature income recognition or adverse tax provisions of Internal Revenue Code Section 409A. Accordingly, by way of example and not limitation, ​ (a) It is intended that distributions of benefits payable following Employee’s termination of employment shall commence as of the date required by this Agreement comply with or, if later, the provisions earliest date permitted by Internal Revenue Code Section 409A, (generally six months after termination, if Employee is a “specified employee” within the meaning of Internal Revenue Code Section 409A 409A); ​ (b) the phrase “termination of employment” (and similar terms and phrases) shall be construed to mean “separation from service” within the meaning of Internal Revenue Code so as not Section 409A; ​ (c) the right to subject Executive receive installment payments pursuant to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated treated as a right to receive a series of separate and administered in a manner consistent with these intentions, distinct payments; and ​ (d) to the extent that any regulations reimbursement or other guidance issued under Section 409A of the Code would result in Executive being in-kind benefits are subject to payment the requirements of additional income taxes Internal Revenue Code Section 409A, (x) the amount eligible for reimbursement or interest under Section 409A of in-kind benefit in one calendar year will not affect the Codeamount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (y) the parties agree right to amend this Agreement reimbursement or an in-kind benefit is not subject to maintain liquidation or exchange for another benefit, and (z) subject to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision shorter time periods provided in this Agreement to Agreement, any such reimbursement of an expense or in-kind benefit must be made on or before the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first last day of the seventh-month calendar year following the Termination Date (or, if earlier, calendar year in which the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month periodexpense was incurred. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.​

Internal Revenue Code Section 409A. (a) It is intended that the payments provided under this Agreement agreement comply with with, or be exempt from, Section 409A. It is also intended that the provisions terms “termination” and “termination of employment” as used herein shall constitute a separation from service within the meaning of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. 409A. (b) Notwithstanding any provision in of this Agreement to the contrary, if the Executive is determined to be a Specified Employee as “specified employee” within the meaning of the Termination DateSection 409A, then, distribution of any amounts that constitute “deferred compensation” payable to the extent required pursuant Executive due to Section 409A(a)(2)(B)(i) his termination of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangementemployment, shall not be deemed to be separate payments and, accordingly, made before six months after such separation from service or the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (orExecutive’s death, if earlier, earlier (the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to “Six Month Limitation”). At the prime rate in effect on the first day end of such six-month period. Any portion of , payments that would have been made but for the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date Six Month Limitation shall be paid to Executive in a lump sum, on the first day of the seventh month following the Executive’s separation from service and remaining payments shall commence or continue, in accordance with the payment schedule established hereinrelevant provision of this Agreement. (c) The term “Specified Employee” 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 mean 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 person who is a “key employee” taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that this clause (as defined in Code ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 416(i105(b) of the Code without regard solely because such expenses are subject to paragraph a limit related to the period the (5d) thereof), The parties further agree that there is no guarantee as determined by to the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) tax consequences of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee payments provided for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearhereunder.

Internal Revenue Code Section 409A. (a) It is The amounts payable under the Plan are intended that this Agreement to comply with or, to the maximum extent possible, be exempt from Section 409A, and all provisions of Section 409A of the Code so as not to subject Executive to Plan shall be interpreted and construed in a manner that establishes an exemption from or compliance with the payment of requirements for avoiding additional taxes and or interest under Section 409A 409A(a)(1)(B) of the Code. In furtherance no event whatsoever will the Company Group, or any Board member, officer or employee of any Group Company acting on behalf of the Company Group, be liable for any additional tax, interest or penalties that may be imposed on a Participant under Section 409A or any damages for failing to comply with Section 409A. Notwithstanding anything in this intentPlan to the contrary, the Board, the Committee and the Company Group do not guarantee the tax treatment of any payments or benefits under this Agreement Plan, whether pursuant to the Code, federal, state or local tax laws or regulations. (b) A Termination of Employment shall not be deemed to have occurred for purposes of any provision of the Plan providing for the payment of any amounts or benefits subject to Section 409A upon or following a Termination of Employment unless such termination is also a "separation from service" within the meaning of Section 409A and, for purposes of any such provision of the Plan, references to a "termination," "termination of employment" or like terms shall mean "separation from service." If a Participant is deemed on his or her Termination Date to be a Specified Employee, then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a "separation from service," such payment or benefit shall be interpretedmade or provided on the date which is the earlier of: (i) the first day of the seventh (7th) month following the date of such "separation from service" of such Participant, operated and administered (ii) the date of such Participant's death (the "Delay Period"). Upon the expiration of the Delay Period, all of the payments of a Participant delayed pursuant to this Section 9.1(b) (whether they would have otherwise been payable in a manner consistent with these intentionssingle sum or in installments in the absence of such delay) shall be paid to such Participant in a lump sum, without interest, and any remaining payments and benefits due such Participant under the Plan shall be paid or provided in accordance with the payment dates specified herein for such payments or benefits. (c) All reimbursements of expenses provided for herein shall be payable in accordance with the Company's expense reimbursement policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Participant seeking reimbursement. No such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. The right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (d) For purposes of Section 409A, a Participant's right to receive any installment payments pursuant to the Plan shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under the Plan specifies a payment period with reference to a number of days (e.g., "payment shall be made within sixty (60) days following the Termination Date"), the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) To the extent any payment or benefit which constitutes Section 409A deferred compensation is contingent upon the execution and non-revocation of a Release, then such payment or benefit shall not commence until the latest of: (i) the first payroll date occurring on or after the sixtieth (60th) day following the Participant's Termination of Employment; (ii) the first payroll date occurring on or after the period for revocation of a Release has expired; and (iii) the set payment date otherwise established for commencing the payments and/or benefits. Further, if the full period given to a Participant to consider such Release plus any revocation period provided for in such Release begins in one calendar year and ends in the subsequent calendar year, then any payment or benefit which constitutes Section 409A deferred compensation shall not be made until the subsequent calendar year. (f) Notwithstanding any provision of the Plan to the contrary, to the extent that any regulations or other guidance issued under amount constituting Section 409A deferred compensation would become payable in a lump sum rather than installments under the Plan by reason of a Change in Control, such amount shall become payable in a lump sum only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Code would result Company or a change in Executive being subject to payment the ownership of additional income taxes or interest under Section 409A a substantial portion of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent assets of the Agreement while avoiding Company within the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes meaning of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year."

Internal Revenue Code Section 409A. (a) It is intended Notwithstanding any provision to the contrary herein, no Deferred Compensation Separation Payments (as defined below) that becomes payable under this Agreement comply by reason of Executive’s termination of employment with the provisions Company (or any successor entity thereto) will be made unless such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code so as not (the “Code”), and any final regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”). Further, if Executive is a “specified employee” of the Company (or any successor entity thereto) within the meaning of Section 409A on the date of Executive’s termination (other than a termination due to subject Executive death), then the severance payable to the payment of additional taxes and interest Executive, if any, under this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together the “Deferred Compensation Separation Payments”) that are payable within the first six (6) months following Executive’s termination of employment, shall be delayed until the first payroll date that occurs on or after the date that is six (6) months and one (1) day after the date of the Code. In furtherance of this intenttermination, this Agreement when they shall be interpreted, operated and administered paid in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) full. Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined dies following his termination but prior to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other anniversary of his termination, then any payments shall delayed in accordance with this paragraph will be unaffected. All delayed payments shall be accumulated and paid payable in a lump-lump sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, soon as administratively practicable after the date of death Executive’s death. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of ExecutiveSection 1.409A-2(b)(2) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder Treasury Regulations. (b) Any amounts paid under this Agreement that were satisfy the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established hereinconstitute Deferred Compensation Separation Payments for purposes of clause (ii) above. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code foregoing provisions are intended to comply with the requirements of Section 416(i) 409A so that none of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined severance payments and benefits to be a key employee provided hereunder will be subject to the additional tax imposed under Section 416(i) of the Code (without regard 409A, and any ambiguities herein will be interpreted to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement during the 12-month period that begins on the April 1 following the close and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of such identification period. For purposes of determining whether any additional tax or income recognition prior to actual payment to Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.409A.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so (as not to subject Executive to the payment of defined in this Section 3.9, below) and/or its related rules and regulations ("Section 409A"), imposes additional taxes and interest on compensation or benefits deferred under certain "nonqualified deferred compensation plans" (as defined under the Code). These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. It is the intent of the parties that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code. In furtherance of this intentand, accordingly, this Agreement shall be interpretedinterpreted consistent with such intent. The Company reserves the right to provide compensation or benefits under any such plan in amounts, operated at times and administered in a manner consistent with these intentionsthat minimizes taxes, interest or penalties as a result of Section 409A, including any required withholdings, and the Executive agrees to cooperate with the extent that any regulations or other guidance issued Company in such actions. Specifically, and without limitation of the previous sentence, if the Executive is a "specified employee," as such term is defined under Section 409A (generally, one of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. Company's top fifty (b50) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, thenhighest paid officers), to the extent required pursuant to comply with Section 409A(a)(2)(B)(i) of 409A, the Code, Company will not make any payments due to the Executive under this Agreement which are deemed to be deferred compensation shall be subject to upon a "separation from service," as such term is defined under Section 409A, until six (6) month delay following months after the Termination Date. For purposes Executive's date of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (separation from service or, if earlier, the date of death the Executive's death. Upon expiration of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion , or, if earlier, the date of the benefits hereunder Executive's death, the Company shall make a payment to the Executive (or his beneficiary or estate, if applicable) equal to the sum of all payments that were would have been paid to the Executive from the date of separation from service had the Executive not otherwise due to be paid during been a "specified employee" through the six-end of the six (6) month period following or the Termination Date shall be paid to date of death (whichever is earlier), and thereafter the Company will make all the payments at the times specified in this Agreement or applicable policy, as the case may be. In addition, the Company and the Executive in accordance with agree that, for purposes of this Agreement, termination of employment (or any variation thereof) will satisfy all of the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (requirements of "separation from service" as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) 409A. For purposes of this Agreement, the Code (without regard right to paragraph (5) thereof)a series of installment payments, he such as salary continuation or severance payments, shall be treated as the right to a Specified Employee for purposes series of separate payments and shall not be treated as a right to a single payment. Any in-kind benefits or reimbursements provided under this Agreement that constitute deferred compensation subject to Section 409A shall be subject to the following: (i) any such in-kind benefit or payment reimbursement provided during one calendar year shall not affect the 12amount of such in-month period that begins on kind benefit or reimbursement provided during a subsequent calendar year; (ii) such in-kind benefit or reimbursement may not be exchanged or substituted for other forms of compensation to the April 1 Executive; and (iii) reimbursement payments shall be made to the Executive no later than the last day of the taxable year following the close of such identification periodyear in which the reimbursed expense is incurred. For purposes of determining whether Executive is this Agreement, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a key employee under Section 416(i) particular section of the CodeCode shall include any provision that modifies, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearreplaces or supersedes such section.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement The Parties intend to comply with the provisions requirements of Section section 409A of the Internal Revenue Code so of 1986, as not amended (“Section 409A”). All payments under this Agreement are intended to subject Executive to either be exempt from or comply with the payment requirements of additional taxes and interest Section 409A. All payments made under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpretedstrictly paid in accordance with the terms of this Agreement. The Parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Executive hereunder. Each Severance Payment under this Agreement shall be treated as a separate payment of compensation for purposes of Section 409A. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the Codecalendar year following the year in which the expense is incurred, and (iv) the parties agree right to amend this Agreement reimbursement or in-kind benefits is not subject to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes liquidation or interest under Section 409A of the Code. (b) exchange for another benefit. Notwithstanding any provision anything in this Agreement to the contrary, if the Company shall not make any deductions for money or property that Executive is determined owes to the Company, offset or otherwise reduce any sums that may be a Specified Employee due or become payable to or for the account of Executive with respect to any arrangements other than pursuant to the terms of this Agreement, from amounts that constitute deferred compensation for purposes of Section 409A and except as of the Termination Daterequired by law. Executive’s right to any deferred compensation, thenas defined under Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent required necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In no event shall the Company be liable for any penalties, costs, damages, levies or taxes imposed on Executive pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.409A.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance Notwithstanding any provision of this intentAgreement, this Agreement shall be interpretedconstrued and interpreted to comply with Section 409A. For purposes of the limitations on nonqualified deferred compensation under Section 409A, operated each payment of compensation under the Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and administered in the exclusion from Section 409A for certain short-term deferral amounts. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment and service with the Company for purposes of entitlement to any payments under this Agreement which are subject to Section 409A until the Executive would be considered to have incurred a manner consistent with these intentions“separation from service” from the Company within the meaning of Section 409A. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, and either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the Date of Termination, Executive is a “specified employee” as determined by the Company, then to the extent that any regulations amount or other guidance issued under Section 409A of the Code benefit that would result in be paid or provided to Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a within six (6) month delay following the Termination Date. For months of his “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed Section 409A to be separate payments andowed to Executive by virtue of his separation from service, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal then to the prime rate in effect on extent necessary to avoid the first day imposition of taxes under Section 409A, such six-month period. Any portion of the benefits hereunder that were amount or benefit will not otherwise due to be paid or provided during the six-month period following the Termination Date date of Executive’s separation from service and instead shall be paid to Executive or provided on the first business day that is at least seven (7) months following the date of Executive’s separation from service, together with interest thereon from the date(s) originally due. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the payment schedule established herein. requirements of Section 409A, including, where applicable, the requirement that (ci) The term any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. For purposes of this Agreement, notwithstanding any other provision of this Agreement to the contrary, the Executive’s employment and service shall be deemed to have terminated only if (i) Executive is not, immediately after such event, employed by the Company, or any other person with whom Executive’s legal employer would be considered a single employer under 414(b) or 414(c) of the Code (collectively the “Specified Employee” shall mean any person who is Controlled Group”), and (ii) to the extent (and only to the extent) that a “key employeepayment” (as defined in Code Section 416(i409A) of provided to Executive under this Agreement is subject to Section 409A, Executive shall not be considered to have terminated employment with the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee Company for purposes of this Agreement during until Executive would be considered to have incurred a “separation from service” within the 12-month period that begins on meaning of Section 409A. The termination of Executive’s employment by any member within the April 1 following Controlled Group shall be deemed to be a termination by the close of such identification period. For Company for purposes of determining whether Executive is a key employee under Section 416(i) of this Agreement if the Code, “compensation” shall mean Executive’s W-2 compensation as reported conditions imposed by the Employer for a particular calendar yearimmediately preceding sentence are met.

Internal Revenue Code Section 409A. (a) It Notwithstanding anything to the contrary in this Agreement, if Employee is intended that this Agreement comply with a “specified employee” within the provisions meaning of Section 409A of the Internal Revenue Code so of 1986, as not amended (the “Code”) and the final regulations and any other guidance promulgated thereunder (“Section 409A”) at the time of Employee’s termination (other than due to subject Executive death), and the severance payable to the payment of additional taxes and interest Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by the fifteenth day of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A third month of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A Company’s fiscal year following Employee’s termination, then any portion of the CodeDeferred Compensation Separation Benefits that would otherwise have been payable within the first six (6) months following Employee’s termination of employment, will become payable on the parties agree first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s termination of employment. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes each payment or interest under Section 409A of the Code. (b) benefit. Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined Employee dies following his termination but prior to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period anniversary of his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other payments shall Deferred Compensation Separation Benefits will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who applicable to each payment or benefit. This provision is a “key employee” (as defined in Code intended to comply with the requirements of Section 416(i) 409A so that none of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined severance payments and benefits to be a key employee provided hereunder will be subject to the additional tax imposed under Section 416(i) of the Code (without regard 409A, and any ambiguities herein will be interpreted to paragraph (5) thereof), he shall be treated as a Specified so comply. The Company and Employee for purposes of agree to work together in good faith to consider amendments to this Agreement during the 12-month period that begins on the April 1 following the close and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of such identification period. For purposes of determining whether Executive is a key employee any additional tax or income recognition prior to actual payment to Employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.409A.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties Parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.16

Internal Revenue Code Section 409A. (a) It is intended that a. Notwithstanding anything in this Agreement comply Agreement, for purposes of complying with Code Section 409A, if the provisions Restricted Stock Units are considered an item of non-qualified deferred compensation subject to Code Section 409A (“Deferred Compensation”), the vested Restricted Stock Units shall be settled within sixty (60) days after the earlier of (i) the applicable Vesting Date, (ii) the Participant’s “separation from service” within the meaning of Code Section 409A in connection with an accelerated vesting event pursuant to Section 5(b) (provided that the Participant’s Disability must constitute a “disability” within the meaning of Code Section 409A and the U.S. Treasury Regulations) [FOR MEMBERS OF THE LEADERSHIP TEAM ONLY: and, if applicable, Section (b) or (e) of Addendum A (only to the extent the Change in Control constitutes a “change in control event” within the meaning of Code Section 409A and the U.S. Treasury Regulations)], and (iii) the Participant’s death. In addition, in the event of Restricted Stock Units that are Deferred Compensation and settled on a date that is by reference to the Participant’s separation from service, if the Participant is a “specified employee” within the meaning of Code Section 409A on the date the Participant experiences a separation from service, then the Restricted Stock Units shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, solely to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. b. The Restricted Stock Units are intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject Executive the Participant to the payment of additional taxes and interest under Code Section 409A of the Codeor other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement shall will be interpreted, operated operated, and administered in a manner consistent with these intentions. The Administrator may modify the terms of this Agreement and/or the Plan without the consent of the Participant, and in the manner that the Administrator may determine to the extent that be necessary or advisable in order to comply with Code Section 409A or to mitigate any regulations additional tax, interest and/or penalties or other guidance issued adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 24(b) does not create an obligation on the part of the Code would result in Executive being Company to modify the terms of this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon settlement of the Restricted Stock Units will not be subject to payment of additional income taxes taxes, interest and penalties or interest any other adverse tax consequences under Code Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision 409A. Nothing in this Agreement shall provide a basis for any person to take any action against the Company or any of its Subsidiaries or Affiliates based on matters covered by Code Section 409A, including the tax treatment of any amounts paid under this Agreement, and neither the Company nor any of its Subsidiaries or Affiliates will have any liability under any circumstances to the contraryParticipant or any other party if the Restricted Stock Units, if Executive the delivery of Shares upon vesting/settlement of the Restricted Stock Units or other payment or tax event hereunder that is determined intended to be a Specified Employee as of exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation Administrator with respect thereto. [FOR MEMBERS OF THE LEADERSHIP TEAM ONLY: The following provisions shall be subject incorporated into the Restricted Stock Unit Agreement to a six which this Addendum A is attached (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification periodAgreement”). If Executive is determined To the extent any capitalized terms used in this Addendum A are not defined, they shall have the meanings given to be a key employee under Section 416(i) of them in the Code (without regard to paragraph (5) thereof)Agreement or the Plan, he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearapplicable.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of imposes additional taxes and interest on compensation or benefits deferred under certain "nonqualified deferred compensation plans" (as defined under the Code). These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. The Company reserves the right to provide compensation or benefits under any such plan, including this Agreement, in amounts, at times and in a manner that minimizes taxes, interest or penalties as a result of Section 409A, including any required withholdings, and you agree to cooperate with the Company in such actions. Because you are a "specified employee," as such term is defined under Section 409A (generally one of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, thenCompany's top 50 highest paid officers), to the extent required pursuant under Section 409A, the Company will not make any payments to Section 409A(a)(2)(B)(i) of the Code, payments due you under this Agreement which are deemed to be deferred compensation shall be subject to or applicable plan, as the case may be, including without limitation the Pension Equalization Plan, upon a "separation of service," as such term is defined under Section 409A, until six (6) month delay following the Termination Date. For purposes months after your date of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (separation from service or, if earlier, the date of death your death. Upon expiration of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion , or, if earlier, the date of your death, the Company shall make a payment to you (or your beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to you from the date of separation from service through the end of the benefits hereunder six (6) month period had you not been a "specified employee", and thereafter the Company will make all the payments at the times specified in this Agreement or applicable plan, as the case may be. In addition, the Company and you agree that, for purposes of this Agreement, termination of employment (or any variation thereof) will satisfy all of the requirements of "separation from service" as defined under Section 409A. For purposes of this Agreement, the right to a series of installment payments, such as salary continuation or severance payments, shall be treated as the right to a series of separate payments and shall not be treated as a right to a single payment. For purposes of this Agreement, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a particular section of the Code shall include any provision that were modifies, replaces or supersedes such section. For the avoidance of doubt, the Company shall provide you with payments attributable to Severance Pay, Benefit Programs, Insurance Program, Fringe Benefit Programs and Bonus referred to above, respectively, in Sections 1.a., 1.b., 1.c., 1.d. and 1.e., immediately from and after the Effective Date through August 24, 2014 if and to the extent the taxable amounts of any such payments that do not otherwise due qualify for as a “short-term deferral” within the meaning of Tres. Reg. Section 1.409A-1(b)(4) do not exceed $510,000. Also, the Company shall provide you with Outplacement referred to be paid above in Section 1.g. during the six-month period following Severance Period. Additionally, the Termination Date Company shall be paid provide you the three LTIP grant payments referred to Executive above in Section 1.f.i as soon as administratively practical after August 24, 2014. The Company shall pay your Excess Savings Plan and PEP account balances in accordance with the payment schedule established hereinterms of those plans. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision anything in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Dateif, thenwhen Executive's employment with Company terminates, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, Company believes that any payments due under this Agreement which are deemed will result in additional tax or interest to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Executive under Internal Revenue Code Section 409A and the guidance promulgated there under ("Code Section 409A"), Company may suspend the payments to Executive of amounts due within the first six months after the termination date. If Company suspends any payments, it will aggregate and pay these amounts to Executive on the earliest of (a) the date that is six months and one day after the termination date, (b) the date of the Code, all installment payments of deferred compensation made hereunderExecutive's death, or pursuant (c) any earlier date that does not result in such additional tax or interest under Code Section 409A. To the extent that any provisions of this Agreement do not comply with Code Section 409A, which would cause Executive to another plan incur any additional tax or arrangementinterest under Code Section 409A, such terms of the Agreement shall be deemed to be separate payments andmodified, accordinglyto the extent reasonably possible to do so, and applied by Company in a manner to be consistent with Code Section 409A. Furthermore, Company shall, to the aforementioned extent necessary, modify the timing of delivery of compensation to Executive if it is determined that the timing would result in the additional tax and/or interest and/or penalties assessed to Executive under Code Section 409A (collectively referred to as the "Penalties"). Company agrees that in the event that, even after any deferral shall only apply or other curative action pursuant to separate payments which would occur during the six (6) month deferral period and all other payments this paragraph 7, it shall be unaffected. All delayed payments determined that any compensation or benefits, whether paid or payable or distributed or distributable to Executive, is subject to the Penalties, Company shall be accumulated indemnify and paid in a lump-sum catch-up pay to Executive (or her successors and assigns) an additional amount (the "Additional Payment") such that, after payment as by Executive of any federal, state or local income tax, employment tax, excise tax, and other tax (including any Penalties) imposed upon the first day of Additional Payment and any interest or penalties imposed with respect to such taxes, Executive retains from the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay Additional Payment an amount equal to the prime rate in effect Penalties imposed on such compensation and benefits. The Company hereby agrees to make the first day Additional Payment to Executive within 30 days of both receipt of notice from Executive and reasonable verification by the Company from information furnished by Executive that such six-month period. Any portion of the benefits hereunder that were not otherwise due Penalties are required to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established hereinby Executive. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if Executive the Employee is determined deemed by the Company at the time of his Separation from Service to be a Specified Employee as “specified employee” for purposes of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due to the extent delayed commencement of any portion of the benefits to which the Employee is entitled under this Agreement which are deemed is required in order to be deferred compensation shall be subject to avoid a six (6prohibited distribution under Section 409A(a)(2)(B)(i) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the Employee’s benefits hereunder that were shall not otherwise due be provided to be paid during the Employee prior to the earlier of (i) the expiration of the six-month period following measured from the Termination Date date of the Separation from Service or (ii) the date of the Employee’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph 10(d) shall be paid in a lump sum to Executive the Employee, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. To the extent that any payments or reimbursements provided to the Employee under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to the Employee reasonably promptly, but in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) no event later than December 31 of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 year following the close year in which the expense was incurred. The amount of any such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of payments eligible for reimbursement in one year shall not affect the Codepayments or expenses that are eligible for payment or reimbursement in any other taxable year, “compensation” and the Employee’s right to such payments or reimbursement shall mean Executive’s W-2 compensation as reported by the Employer not be subject to liquidation or exchange for a particular calendar yearany other benefit.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so (as not to subject Executive to the payment of defined in this Section 3.7) and/or its related rules and regulations (“Section 409A”), imposes additional taxes and interest on compensation or benefits deferred under certain “nonqualified deferred compensation plans” (as defined under the Code). These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. It is the intent of the parties that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code. In furtherance of this intentand, accordingly, this Agreement shall be interpretedinterpreted consistent with such intent. The Company reserves the right to provide compensation or benefits under any such plan in amounts, operated at times and administered in a manner consistent with these intentionsthat minimizes taxes, interest or penalties as a result of Section 409A, including any required withholdings, and the Executive agrees to cooperate with the extent that any regulations or other guidance issued Company in such actions. Specifically, and without limitation of the previous sentence, if the Executive is a “specified employee,” as such term is defined under Section 409A (generally, one of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. Company’s top fifty (b50) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, thenhighest paid officers), to the extent required pursuant to comply with Section 409A(a)(2)(B)(i) of 409A, the Code, Company will not make any payments due to the Executive under this Agreement which are deemed to be deferred compensation shall be subject to upon a “separation from service,” as such term is defined under Section 409A, until six (6) month delay following months after the Termination Date. For purposes Executive’s date of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (separation from service or, if earlier, the date of death the Executive’s death. Upon expiration of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion , or, if earlier, the date of the benefits hereunder Executive’s death, the Company shall make a payment to the Executive (or her beneficiary or estate, if applicable) equal to the sum of all payments that were would have been paid to the Executive from the date of separation from service had the Executive not otherwise due to be paid during been a “specified employee” through the six-end of the six (6) month period following or the Termination Date shall be paid to date of death (whichever is earlier), and thereafter the Company will make all the payments at the times specified in this Agreement or applicable policy, as the case may be. In addition, the Company and the Executive in accordance with agree that, for purposes of this Agreement, termination of employment (or any variation thereof) will satisfy all of the payment schedule established herein. (c) The term requirements of “Specified Employeeseparation from service” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) 409A. For purposes of this Agreement, the Code (without regard right to paragraph (5) thereof)a series of installment payments, he such as salary continuation or severance payments, shall be treated as the right to a Specified Employee for purposes series of separate payments and shall not be treated as a right to a single payment. Any in-kind benefits or reimbursements provided under this Agreement that constitute deferred compensation subject to Section 409A shall be subject to the following: (i) any such in-kind benefit or payment reimbursement provided during one calendar year shall not affect the 12amount of such in-month period that begins on kind benefit or reimbursement provided during a subsequent calendar year; (ii) such in-kind benefit or reimbursement may not be exchanged or substituted for other forms of compensation to the April 1 Executive; and (iii) reimbursement payments shall be made to the Executive no later than the last day of the taxable year following the close of such identification periodyear in which the reimbursed expense is incurred. For purposes of determining whether Executive is a key employee under Section 416(i) of this Agreement, the term “Code, “compensation” shall mean Executive’s W-2 compensation the Internal Revenue Code of 1986, as reported by the Employer for amended, including all final regulations promulgated thereunder, and any reference to a particular calendar yearsection of the Code shall include any provision that modifies, replaces or supersedes such section.

Internal Revenue Code Section 409A. (a)(1)(B). (a) It is intended that To the fullest extent applicable, amounts and other benefits payable under this Agreement comply with are intended to be exempt from the provisions definition of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest “nonqualified deferred compensation” under Section 409A of the Code. Internal Revenue Code of 1986, as amended, in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Section 409A. In furtherance this regard, each payment under this Agreement that is made in a series of scheduled installments shall be deemed a separate payment for purposes of Section 409A. (b) To the extent that any amounts or benefits payable under this intentAgreement are or become subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation subject to Section 409A, this Agreement is intended to comply with the applicable requirements of Section 409A with respect to such amounts or benefits. This Agreement shall be interpreted, operated interpreted and administered to the extent possible in a manner consistent with these intentions, and to the extent foregoing statement of intent. (c) In each case where this Agreement provides for the payment of an amount that any regulations or other guidance issued constitutes nonqualified deferred compensation under Section 409A to be made within a designated period (e.g., within sixty (60) days after the date of the Code would result termination) and such period begins and ends in Executive being subject to payment of additional income taxes or interest under Section 409A of the Codedifferent calendar years, the parties agree exact payment date within such range shall be determined by the Company, in its sole discretion, and Xxxxxxxxxx shall have no right to amend this Agreement to maintain to designate the maximum extent practicable year in which the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Codepayment shall be made. (bd) Notwithstanding any provision anything in this Agreement or elsewhere to the contrary, if Executive Xxxxxxxxxx is determined to be a Specified Employee as “specified employee” (within the meaning of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due as determined by the Company) on the date of his termination, and the Company reasonably determines that any amount or other benefit payable under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following on account of Xxxxxxxxxx’x separation from service, within the Termination Date. For purposes meaning of Section 409A 409A(a)(2)(A)(i) of the Code, all installment payments of constitutes nonqualified deferred compensation made hereunderthat will subject Xxxxxxxxxx to “additional tax” under Section 409A(a)(1)(B) of the Code (together with any interest or penalties imposed with respect to, or pursuant in connection with, such tax, a “409A Tax”) with respect to another plan the payment of such amount or arrangementthe provision of such benefit if paid or provided at the time specified in the Agreement, then the payment or provision thereof shall be deemed postponed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first business day of the seventh-seventh month following the Termination Date (date of termination or, if earlier, the date of death Xxxxxxxxxx’x death. The Company and Xxxxxxxxxx may agree to take other actions to avoid the imposition of Executivea 409A Tax at such time and in such manner as permitted under Section 409A. (e) with all such delayed payments being credited with interest (compounded monthly) Xxxxxxxxxx’x date of termination for this period purposes of delay equal to determining the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder date that were not otherwise due any payment or benefit that is treated as nonqualified deferred compensation under Section 409A is to be paid during the six-month period following the Termination Date shall be paid or provided (or in determining whether an exemption to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereofsuch treatment applies), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee and for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive Xxxxxxxxxx is a key employee “specified employee” on the date of termination, shall be the date on which Xxxxxxxxxx has incurred a “separation from service” within the meaning of Treasury Regulation section 1.409A-1(h), or in subsequent IRS guidance under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.409A.

Internal Revenue Code Section 409A. (a) It This Severance Agreement is intended that this Agreement to comply with the provisions short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4) and be exempt from Code Section 409A, and shall be construed and interpreted in accordance with such intent, provided that, if any payment provided at any time hereunder involves non-qualified deferred compensation within the meaning of Code Section 409A of 409A, it is intended to comply with the Code so as not to subject Executive to the payment of additional taxes applicable rules with regard thereto and interest under Section 409A of the Codeshall be interpreted accordingly. In furtherance no event may you designate, directly or indirectly, the calendar year of any payment to be made under this intentSeverance Agreement that is considered non-qualified deferred compensation. In the event the time period for considering any general release and it becoming effective as a condition of receiving a severance benefit shall overlap two calendar years, this Agreement no amount of such severance shall be interpreted, operated and administered paid in a manner consistent with these intentionsthe earlier calendar year. 8x8 does not guarantee that tax treatment of any payment or benefits made under this Severance Agreement, and to the extent that you shall be responsible in any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income event for any taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments penalties due under this Agreement which federal or state tax laws due to payments made hereunder. If you are deemed to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a "separation from service" (as defined under Treasury Regulation 1.409A-1(h)), such payment or benefit shall be subject to a six made or provided at the date which is the earlier of (6A) month delay the date that is immediately following the Termination Date. For purposes expiration of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral 6)-month period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, measured from the date of such "separation from service," or (B) the date of your death (the "Delay Period"). Upon the expiration of Executive) with the Delay Period, all such payments and benefits delayed payments being credited with interest pursuant to this paragraph (compounded monthly) for this period of delay equal to whether they would have otherwise been payable in a single sum or in installments in the prime rate in effect on the first day absence of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date delay) shall be paid or reimbursed to Executive you in a lump sum (without interest), and any remaining payments and benefits due under this Severance Agreement shall be paid or provided in accordance with the normal payment schedule established dates specified for them herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) . Page 5 of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.6 K.N. _________

Internal Revenue Code Section 409A. (a) It is intended that a. To the fullest extent applicable, amounts and other benefits payable under this Agreement comply with are intended to be exempt from the provisions definition of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. ”) in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Code Section 409A. In furtherance this regard, each payment under this Agreement that is made in a series of scheduled installments (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii)), including without limitation, each salary continuation payment under Section 6, shall be deemed a separate payment for purposes of Code Section 409A. b. To the extent that any amounts or benefits payable under this intentAgreement are or become subject to Code Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with the final Code Section 409A regulations, this Agreement is intended to comply with the applicable requirements of Code Section 409A with respect to such amounts or benefits. This Agreement shall be interpreted, operated interpreted and administered to the extent possible in a manner consistent with these intentionsthe foregoing statement of intent. c. In each case where this Agreement provides for the payment of an amount that constitutes nonqualified deferred compensation under Code Section 409A to be made to the Employee within a designated period and such period begins and ends in different calendar years, the exact payment date within such range shall be determined by the Company, in its sole discretion, and the Employee shall have no right to designate the extent that any regulations or other guidance issued under Section 409A of year in which the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Codeshall be made. (b) d. Notwithstanding any provision anything in this Agreement or elsewhere to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due Company reasonably determines that any amount or other benefit payable under this Agreement which are deemed to be on account of Employee’s separation from service, within the meaning of Code Section 409A, constitutes nonqualified deferred compensation that will subject Employee to “additional tax” under Code Section 409A(a)(1)(B) (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or the provision of such benefit the Company and Employee shall be subject take reasonable actions to avoid the imposition of a six (6) month delay following the Termination Date. For purposes of 409A Tax at such time and in such manner as permitted under Code Section 409A or other applicable rules or procedures. In the event that the Code Section 409A requires a delay of any payment other than the Codedelay specified in Section 6, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments such payment shall be accumulated and paid at the earliest time and in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) such manner that comply with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established hereinCode Section 409A without interest. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for e. For purposes of this Agreement during Section 18, the 12-month period that begins Employee’s date of termination shall be the date on which the April 1 following Employee has incurred a “separation from service” within the close meaning of such identification period. For purposes of determining whether Executive is a key employee Treasury Regulation Section 1.409A-1(h), or in subsequent IRS guidance under Code Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.409A.

Internal Revenue Code Section 409A. (a) It is intended that The provisions of this Agreement and all payments made hereunder are intended to be exempt from, or if not so exempt, to comply with the provisions requirements of Section 409A of the Internal Revenue Code so of 1986, as not to subject Executive to amended, and the payment of additional taxes guidance issued thereunder (collectively “Section 409A”), and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to accordingly. To the extent that any regulations or other guidance issued under provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code409A, the parties agree provision shall be read in such a manner so that all payments hereunder are either exempt from or comply with Section 409A. Each payment made pursuant to amend this Agreement shall be deemed to maintain to the maximum extent practicable the original intent be a separate payment for purposes of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code.409A. (b) Notwithstanding To the extent that any provision payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder. Notwithstanding anything to the contrarycontrary in this Agreement, if Executive is determined to be if, upon your separation from service, you are a Specified Employee “specified employee” as of the Termination Datedefined under Section 409A, then, to the extent required pursuant to under Section 409A(a)(2)(B)(i409A, any amounts that would otherwise be payable, on account of your separation from service, within six (6) of the Code, payments due under this Agreement which are deemed to be months following your Separation Date that would constitute deferred compensation within the meaning of Section 409A and that would not qualify for an exemption under Section 409A, shall instead be subject to paid in a lump sum on the first business day following the expiration of such six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunderperiod, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established hereinupon your death. (c) The term “Specified Employee” To the extent that any reimbursement of expenses provided to you under this Agreement constitutes taxable income, such reimbursement or in-kind benefits shall mean be subject to the following additional rules: (i) all reimbursements shall be paid in the time period provided for herein, but in no event shall any person who is a “key employee” (as defined in Code Section 416(i) reimbursement be paid after the last day of the Code without regard to paragraph calendar year following the calendar year in which the expense was incurred, (5ii) thereof), as determined by the Employer based upon amount of in-kind benefits provided or reimbursable expenses incurred in one calendar year shall not affect the 12in-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined kind benefits to be a key employee under Section 416(i) of provided or the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee expenses eligible for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular reimbursement in any other calendar year, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.

Internal Revenue Code Section 409A. (a) It is intended that Notwithstanding any provision of this Agreement, this Agreement shall be construed and interpreted to comply with Section 409A of the provisions Internal Revenue Code of 1986, as amended, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A or regulations thereunder. For purposes of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest limitations on nonqualified deferred compensation under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent each payment of compensation under the Agreement while avoiding shall be treated as a separate payment of compensation for purposes of applying the application of such taxes or interest under exclusion from Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service within the contrary, if Executive is determined to be a Specified Employee as meaning of Section 409A of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation Code shall be subject to a six (6) month delay following excludible from the Termination Date. For purposes requirements of Section 409A of the Code, all installment payments either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of deferred compensation made hereunderthe calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the date of termination, Executive is a “specified employee” as determined by the Company, then to the extent that any amount or pursuant benefit that would be paid or provided to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the Executive under this Agreement within six (6) month deferral period months of her “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as is considered for purposes of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due Section 409A to be owed to Executive by virtue of her separation from service, then such amount or benefit shall not be paid or provided during the six-month period following the Termination Date date of Executive’s separation from service and instead shall be paid or provided on the first business day that is at least seven (7) months following the date of Executive’s separation from service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code requirements of Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) 409A of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by including, where applicable, the Employer requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a particular calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. (a) It is intended that The parties to this Agreement comply with intend for the provisions payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of medical, dental and life insurance benefits, not constitute deferred compensation (since such amounts are not taxable to the Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code so and, in the event the Executive is a “Specified Employee” (as not to subject Executive defined herein) no payment shall be made to the payment Executive under this Agreement prior to the first day of additional taxes and interest the seventh month following termination of employment in excess of the “permitted amount” under Section 409A of the Code. In furtherance of this intent, this Agreement For these purposes the “permitted amount” shall be interpreted, operated and administered in a manner consistent with these intentions, and an amount that does not exceed two times the lesser of: (A) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the extent Company for the calendar year preceding the year in which the Executive terminates employment, or (B) the maximum amount that any regulations or other guidance issued may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which occurs the termination of employment occurs. The payment of the “permitted amount” shall be made within five (5) business days of the termination of employment. Any payment in excess of the permitted amount shall be made to the Executive on the first day of the seventh month following the Executive’s termination of employment. “Specified Employee” shall be interpreted to comply with Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under within the meaning of Section 416(i) of the Code (without regard to paragraph (5) 5 thereof), he but an individual shall be treated as a “Specified Employee for purposes Employee” only if the Company is a publicly-traded institution or the subsidiary of a publicly-traded holding company. References in this Agreement during to Section 409A of the 12-month period that begins on Code include rules, regulations, and guidance of general application issued by the April 1 following Department of the close of such identification period. For purposes of determining whether Executive is a key employee Treasury under Section 416(i) 409 A of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Restricted Stock Units are considered an item of non-qualified deferred compensation subject to Code Section 409A (“Deferred Compensation”), the vested Restricted Stock Units shall be settled within sixty (60) days after (i) the applicable Vesting Date, (ii) the Participant’s “separation from service” within the meaning of Code Section 409A in connection with an accelerated vesting event pursuant to Section 5(b) [IF APPLICABLE: and, if applicable, Addendum A], and (iii) the Participant’s death. In addition, if the Restricted Stock Units are Deferred Compensation and payable in connection with the provisions Participant’s separation from service, and if the Participant is a “specified employee” within the meaning of Code Section 409A on the date the Participant experiences a separation from service, then the Restricted Stock Units shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, solely to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. (b) The Restricted Stock Units are intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject Executive the Participant to the payment of additional taxes and interest under Code Section 409A of the Codeor other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement shall will be interpreted, operated operated, and administered in a manner consistent with these intentions. The Administrator may modify the terms of this Agreement and/or the Plan without the consent of the Participant, and in the manner that the Administrator may determine to the extent that be necessary or advisable in order to comply with Code Section 409A or to mitigate any regulations additional tax, interest and/or penalties or other guidance issued adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 24(b) does not create an obligation on the part of the Code would result in Executive being Company to modify the terms of this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon settlement of the Restricted Stock Units will not be subject to payment of additional income taxes taxes, interest and penalties or interest any other adverse tax consequences under Code Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision 409A. Nothing in this Agreement shall provide a basis for any person to take any action against the Company or any of its Subsidiaries or Affiliates based on matters covered by Code Section 409A, including the tax treatment of any amounts paid under this Agreement, and neither the Company nor any of its Subsidiaries or Affiliates will have any liability under any circumstances to the contraryParticipant or any other party if the Restricted Stock Units, if Executive the delivery of Shares upon vesting/settlement of the Restricted Stock Units or other payment or tax event hereunder that is determined intended to be a Specified Employee as exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Administrator with respect thereto. By the Participant’s agreement to this Agreement, the Participant agrees that the Restricted Stock Units are granted under and governed by the terms and conditions of the Termination DatePlan and this Agreement. The Participant has reviewed the Plan and this Agreement in their entirety, thenhas had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation Plan and Agreement. The following provisions shall be subject incorporated into the Restricted Stock Unit Agreement to a six (6) month delay following which this Addendum A is attached. To the Termination Date. For purposes of Section 409A of extent any capitalized terms used in this Addendum A are not defined, they shall have the Code, all installment payments of deferred compensation made hereunder, meanings given to them in the Agreement or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof)Plan, as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearapplicable.

Internal Revenue Code Section 409A. (a) It is intended that Notwithstanding any provision of this Agreement, this Agreement shall be construed and interpreted to comply with Section 409A of the provisions Internal Revenue Code of 1986, as amended (the “Code”), and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A or regulations thereunder. For purposes of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest limitations on nonqualified deferred compensation under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent each payment of compensation under the Agreement while avoiding shall be treated as a separate payment of compensation for purposes of applying the application of such taxes or interest under exclusion from Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service within the contrary, if Executive is determined to be a Specified Employee as meaning of Section 409A of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation Code shall be subject to a six (6) month delay following excludible from the Termination Date. For purposes requirements of Section 409A of the Code, all installment payments either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of deferred compensation made hereunderthe calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordinglyas of the date of termination, the aforementioned deferral shall only apply Executive is a “specified employee” as determined by the Company, then to separate payments which the extent that any amount or benefit that would occur during be paid or provided to the Executive under this Agreement within six (6) month deferral period months of his “separation from service” (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and all other payments shall is considered for purposes of Section 409A to be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal owed to the prime rate in effect on the first day Executive by virtue of his separation from service, then such six-month period. Any portion of the benefits hereunder that were amount or benefit shall not otherwise due to be paid or provided during the six-month period following the Termination Date date of the Executive’s separation from service and instead shall be paid or provided on the first business day that is at least seven (7) months following the date of the Executive’s separation from service, except to the extent that, in the Company’s reasonable judgment, payment during such six-month period would not cause the Executive to incur additional tax, interest or penalties under Section 409A. Further, any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code requirements of Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) 409A of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by including, where applicable, the Employer requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a particular calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so as not to subject Executive to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he he/she shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.

Internal Revenue Code Section 409A. For purposes of Internal Revenue Code Section 409A, the regulations and other guidance thereunder and any state law of similar effect (a) It collectively “Section 409A”), each payment that is intended paid pursuant to this Agreement is hereby designated as a separate payment. The parties intend that all payments made or to be made under this Agreement comply with with, or are exempt from, the provisions requirements of Section 409A so that none of the Code so as not to payments or benefits will be subject Executive to the payment of additional taxes and interest adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Notwithstanding anything stated herein to the contrary, the severance pay provided in connection with your Involuntary Termination under this Section 4 is intended to be exempt from Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the extent that it is exempt pursuant to such section it shall in any regulations or other guidance issued under Section 409A event be paid no later than the last day of your second taxable year following the Code would result taxable year in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the which your Involuntary Termination Date, thenhas occurred; provided that, to the extent required pursuant that such severance and any other payments paid to you in connection with your Involuntary Termination does not qualify or otherwise exceeds the limit set forth in Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(b)(9)(iii)(A) of or any similar limit promulgated by the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following Treasury or the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordinglyIRS, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder severance pay that were does not qualify or otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein. (c) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof)exceeds such limit, as determined by the Employer based upon Company in its sole discretion, shall be paid by no later than the 12-fifteenth (15th) day of the third (3rd) month period ending on each December 31st following the end of your first tax year in which your Involuntary Termination occurs, or, if later, the fifteenth (such 12-15th) day of the third (3rd) month period is referred to below following the end of the Company’s first tax year in which your Involuntary Termination occurs, as the “identification period”provided in Treasury Regulation Section 1.409A-1(b)(4). If Executive is determined To the extent that any COBRA payment premiums set forth in Section 4(b) or 4(c) above or any other reimbursements or in-kind benefits under this Agreement or otherwise are not exempt from Section 409A, then (i) the benefits provided during any calendar year may not affect the benefits to be provided in any other calendar year; (ii) any payment of COBRA premiums or such other reimbursements or in-kind benefits shall be made on or before the earlier of the last day of the calendar year following the calendar year in which such expense was incurred and the end of the second calendar year following the year of the Involuntary Termination; and (iii) the right to such benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding the above, if any of the severance pay provided in connection with your Involuntary Termination does not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) or Treasury Regulation Section 1.409A-1(b)(4) or any other applicable exemption and you are deemed by the Company at the time of your Involuntary Termination to be a key employee under “specified employee,” as defined in Treasury Regulation Section 416(i1.409A-1(i), each such severance payment shall not be made or commence until the date which is the first (1st) business day of the Code seventh (without regard to paragraph 7th) month after your Involuntary Termination and the installments that otherwise would have been paid during the first six (56) thereof), he months after your Involuntary Termination shall be treated as paid in a Specified Employee for purposes of this Agreement during the 12-month period that begins lump sum on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(ifirst (1st) business day of the Codeseventh (7th) month after your Involuntary Termination, “compensation” shall mean Executive’s W-2 compensation with any remaining severance pay to be paid in accordance with the schedule set forth in Section 4(b) or 4(c) above, as reported by the Employer for a particular calendar year.Xxxxxx Xxxx November 19, 2018

Internal Revenue Code Section 409A. (a) It is intended that this Agreement comply with the provisions of Section 409A of the Code so (as not to subject Executive to the payment of defined in this Section 3.7, below) and/or its related rules and regulations (“Section 409A”), imposes additional taxes and interest on compensation or benefits deferred under certain “nonqualified deferred compensation plans” (as defined under the Code). These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. It is the intent of the parties that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code. In furtherance of this intentand, accordingly, this Agreement shall be interpretedinterpreted consistent with such intent. The Company reserves the right to provide compensation or benefits under any such plan in amounts, operated at times and administered in a manner consistent with these intentionsthat minimizes taxes, interest or penalties as a result of Section 409A, including any required withholdings, and the Executive agrees to cooperate with the extent that any regulations or other guidance issued Company in such actions. Specifically, and without limitation of the previous sentence, if the Executive is a “specified employee,” as such term is defined under Section 409A (generally, one of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. Company’s top fifty (b50) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, thenhighest paid officers), to the extent required pursuant to comply with Section 409A(a)(2)(B)(i) of 409A, the Code, Company will not make any payments due to the Executive under this Agreement which are deemed to be deferred compensation shall be subject to upon a “separation from service,” as such term is defined under Section 409A, until six (6) month delay following months after the Termination Date. For purposes Executive’s date of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (separation from service or, if earlier, the date of death the Executive’s death. Upon expiration of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion , or, if earlier, the date of the benefits hereunder Executive’s death, the Company shall make a payment to the Executive (or her beneficiary or estate, if applicable) equal to the sum of all payments that were would have been paid to the Executive from the date of separation from service had the Executive not otherwise due to be paid during been a “specified employee” through the six-end of the six (6) month period following or the Termination Date shall be paid to date of death (whichever is earlier), and thereafter the Company will make all the payments at the times specified in this Agreement or applicable policy, as the case may be. In addition, the Company and the Executive in accordance with agree that, for purposes of this Agreement, termination of employment (or any variation thereof) will satisfy all of the payment schedule established herein. (c) The term requirements of “Specified Employeeseparation from service” shall mean any person who is a “key employee” (as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) 409A. For purposes of this Agreement, the Code (without regard right to paragraph (5) thereof)a series of installment payments, he such as salary continuation or severance payments, shall be treated as the right to a Specified Employee for purposes series of separate payments and shall not be treated as a right to a single payment. Any in-kind benefits or reimbursements provided under this Agreement that constitute deferred compensation subject to Section 409A shall be subject to the following: (i) any such in-kind benefit or payment reimbursement provided during one calendar year shall not affect the 12amount of such in-month period that begins on kind benefit or reimbursement provided during a subsequent calendar year; (ii) such in-kind benefit or reimbursement may not be exchanged or substituted for other forms of compensation to the April 1 Executive; and (iii) reimbursement payments shall be made to the Executive no later than the last day of the taxable year following the close of such identification periodyear in which the reimbursed expense is incurred. For purposes of determining whether Executive is a key employee under Section 416(i) of this Agreement, the term “Code, “compensation” shall mean Executive’s W-2 compensation the Internal Revenue Code of 1986, as reported by the Employer for amended, including all final regulations promulgated thereunder, and any reference to a particular calendar yearsection of the Code shall include any provision that modifies, replaces or supersedes such section.

Internal Revenue Code Section 409A. (ai) It This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code so of 1986, as not to subject Executive to the payment of additional taxes amended (“Section 409A”), or an exemption thereunder and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated administered and administered applied in a manner consistent accordance with these intentions, and to the extent such intent. Any payments under this Agreement that any regulations or other guidance issued under may be excluded from Section 409A of pursuant to Treasury Regulation 1.409A-1(b)(4) (the Code would result in Executive being subject to payment of additional income taxes so-called “short-term deferral exception”) or interest under Treasury Regulation 1.409A-1(b)(9)(iii) (the so-called “involuntary separation pay exception”) shall be excluded from Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Codepossible. (bii) Notwithstanding any provision in this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due no payment or benefit under this Agreement which are deemed to be that constitutes an item of deferred compensation shall under Section 409A and becomes payable by reason of a Qualifying Termination will be subject made to Employee unless such Qualifying Termination constitutes a six (6) month delay following “separation from service,” within the Termination Datemeaning of Section 409A and the Treasury Regulations thereunder. For purposes of this Agreement, each amount to be paid or benefit to be provided to Employee shall be treated as a separate identified payment or benefit for purposes of Section 409A of the Code409A. In addition, all installment payments no payment or benefit that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of Employee’s separation from service will be made hereunder, or pursuant to another plan or arrangement, shall be deemed Employee prior to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six earlier of (6i) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-seventh month following the Termination Date date of such separation from service or (ii) the date of Employee’s death, if Employee is deemed at the time of such separation from service to be a specified employee (as determined in accordance with Section 409A and the Treasury Regulations thereunder) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A. Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to Employee in a lump sum on the first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-the month periodimmediately following the date the Company receives proof of Employee’s death. Any portion of the remaining payments or benefits hereunder that were not otherwise due to under this Agreement will be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the normal payment schedule established dates specified herein. (ciii) The term “Specified Employee” Any reimbursements or other in-kind benefits provided under this Agreement shall mean any person who is a “key employee” be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (as defined in Code Section 416(i1) all such reimbursements will be made on or before the last day of the Code without regard your taxable year following the taxable year in which Employee incurred such reimbursed expense, (2) the right to paragraph reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (53) thereof)the amount of expenses eligible for reimbursement, as determined by or the Employer based upon in-kind benefits provided, during any taxable year of Employee will not affect the 12expenses eligible for reimbursement, or the in-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined kind benefits to be a key employee under Section 416(iprovided, in any other taxable year of Employee , and (4) of the Code (without regard to paragraph (5) thereof), he shall any reimbursement will be treated as a Specified Employee for purposes of this Agreement expenses incurred only during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yeartime specified in this Agreement.

Internal Revenue Code Section 409A. a. Notwithstanding anything to the contrary in this Agreement, no “Deferred Compensation Separation Benefits” (aas defined below) It is intended that will become payable under this Agreement comply with until Employee has a “separation from service” within the provisions meaning of Section 409A of the Internal Revenue Code so of 1986, as not amended (the “Code”), and the final regulations and guidance promulgated thereunder (“Section 409A”). Further, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination (other than due to subject Executive death), and the severance payable to the payment of additional taxes and interest Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code(together, the parties agree “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes each payment or interest under Section 409A of the Code. (b) benefit. Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined Employee dies following his termination but prior to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period anniversary of his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other payments shall Deferred Compensation Separation Benefits will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established hereinapplicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (cb. Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) The term of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of Section 26(a) above. c. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the “Specified Employee” shall mean any person who is a “key employeeSection 409A Limit” (as defined in Code below) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 416(i26(a) above. For purposes of this Section 26(c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Employee’s taxable year preceding the Employee’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code without regard to paragraph (5) thereof), as determined by for the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular 2009 calendar year. d. The provisions of this Section 26 are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Internal Revenue Code Section 409A. (ai) It is intended Notwithstanding any provision to the contrary herein, no Deferred Compensation Separation Payments (as defined below) that becomes payable under this Agreement comply by reason of Employee’s termination of employment with the provisions Company (or any successor entity thereto) will be made unless such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code so as not (the “Code”), and any final regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”). Further, if Employee is a “specified employee” of the Company (or any successor entity thereto) within the meaning of Section 409A on the date of Employee’s termination (other than a termination due to subject Executive death), then the severance payable to the payment of additional taxes and interest Employee, if any, under this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together the “Deferred Compensation Separation Payments”) that are payable within the first six (6) months following Employee’s termination of employment, shall be delayed until the first payroll date that occurs on or after the date that is six (6) months and one (1) day after the date of the Code. In furtherance of this intenttermination, this Agreement when they shall be interpretedpaid in full arrears. All subsequent Deferred Compensation Separation Payments, operated and administered if any, shall be paid in a manner consistent accordance with these intentions, and the payment schedule applicable to the extent that any regulations each payment or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) benefit. Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined Employee dies following his termination but prior to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period anniversary of his termination, then any Payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other payments shall Payments will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established hereinapplicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (cii) Any taxable reimbursements and/or taxable in-kind benefits provided in this Agreement shall be made or provided in accordance with the requirements of Section 409A, including: (i) the amount of any such expense reimbursement or in-kind benefit provided during a taxable year of the Employee shall not affect any expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense shall be made no later than the last day of the employee’s taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any such reimbursement shall not be subject to liquidation or exchange for another benefit or payment. (iii) The term “Specified Employee” shall mean any person who is a “key employee” (as defined in Code foregoing provisions are intended to comply with the requirements of Section 416(i) 409A so that none of the Code without regard to paragraph (5) thereof), as determined by the Employer based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined severance payments and benefits to be a key employee provided in this Agreement will be subject to the additional tax imposed under Section 416(i) of the Code (without regard 409A, and any ambiguities herein will be interpreted to paragraph (5) thereof), he shall be treated as a Specified so comply. The Company and Employee for purposes of agree to work together in good faith to consider amendments to this Agreement during the 12-month period that begins on the April 1 following the close and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of such identification period. For purposes of determining whether Executive is a key employee any additional tax or income recognition prior to actual payment to Employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar year.409A.

Internal Revenue Code Section 409A. The parties hereto intend that all payments and benefits to be made or provided to the Executive hereunder and under any Plan (aas identified in clause (f) It is intended that this Agreement comply below) will be paid or provided in compliance with all applicable requirements of Code Section 409A (as defined in clause (f) below), and the provisions of Section 409A this Agreement and of the Code so as not to subject Executive each Plan (to the payment of additional taxes extent they relate to the Executive’s entitlements under such Plan) shall be construed and interest under Section 409A of the Codeadministered in accordance with such intent. In furtherance of the foregoing, the provisions set forth below shall apply notwithstanding any other provision in this intentAgreement, this Agreement shall or (where applicable) any provision in any Plan, to the contrary. (a) All payments to be interpretedmade to the Executive hereunder or under any Plan, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued they constitute a deferral of compensation subject to the requirements of Section 409A (after taking into account all exclusions applicable to such payments under Section 409A of 409A), shall be made no later, and shall not be made any earlier, than at the Code would result time or times specified herein or in Executive being subject any Plan for such payments to payment of additional income taxes be made, except as otherwise permitted or interest required under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code.409A. (b) Notwithstanding any provision The date of the Executive’s “separation from service”, as defined in this Agreement to Section 409A (and as determined by applying the contrarydefault presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), if Executive is determined to shall be a Specified Employee treated as of the Termination Date, then, date of Executive’s termination of employment for purposes of determining the time of payment of any amount that becomes payable to the extent required pursuant Executive hereunder and under any Plan upon Executive’s termination of employment and that is properly treated as a deferral of compensation subject to Section 409A(a)(2)(B)(i) of the Code, payments due 409A after taking into account all exclusions applicable to such payment under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein.409A. (c) The term “Specified Employee” shall mean To the extent any person who payment or delivery otherwise required to be made to the Executive hereunder or under any plan on account of Executive’s separation from service is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment and delivery under Section 409A, and if the Executive is a “key specified employee” under Section 409A at the time of Executive’s separation from service, then such payment and delivery shall not be made until the first business day after the earlier of (i) the expiration of six months from the date of the Executive’s separation from service, or (ii) the date of his death (such first business day, the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid or delivered to the Executive or, if the Executive has died, to Executive’s estate, in a single payment or delivery (as applicable) all entitlements so delayed, and in the case of cash payments, in a single cash lump sum, an amount equal to aggregate amount of all payments delayed pursuant to the preceding sentence. (d) In the case of any amounts payable to the Executive under this Agreement, or under any plan, that may be treated as payable in the form of “a series of installment payments”, as defined in Code Section 416(i) of the Code without regard to paragraph (5) thereofTreas. Reg. §1.409A-2(b)(2)(iii), as determined by (A) the Employer based upon the 12-month period ending on each December 31st (Executive’s right to receive such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he payments shall be treated as a Specified Employee right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii), and (B) to the extent any such existing Plan does not already so provide, it is hereby amended to so provide, with respect to amounts that may become payable to the Executive thereunder. (e) The Company agrees that at all times during the Term, it will use its reasonable best efforts to maintain each plan in documentary and operational compliance with all requirements under Section 409A, in so far as such requirements are applicable to the payments or benefits to be made or provided to the Executive under such plan. The Company further agrees that to the extent permitted under Section 409A, this Agreement, and the terms of any Plan (to the extent they relate to the Executive’s entitlements under such Plan) shall be modified, as reasonably requested by the Executive, to the extent necessary to comply with all applicable requirements of, and to avoid the imposition of any additional tax, interest and penalties under, Section 409A in connection with, the benefits and payments to be provided or paid to the Executive hereunder or under such Plan. Any such modification shall maintain the original intent and economic benefit to the Executive of the applicable provision of this Agreement during or such Plan, to the 12-month period that begins on maximum extent possible without violating any applicable requirement of Section 409A. Any such modification to the April 1 following terms of any Plan may be made by means of a separate written agreement between the close Company and the Executive so as to limit the applicability of each modification to just the payments or benefits to be provided to the Executive under such identification period. Plan. (f) For purposes of determining whether Executive is a key employee under Section 416(i) of the Codeforegoing, “compensation” the following terms shall mean Executive’s W-2 compensation as reported by have the Employer for a particular calendar year.following meanings:

Internal Revenue Code Section 409A. (ai) It is intended Notwithstanding any provision to the contrary herein, no Deferred Compensation Separation Payments (as defined below) that becomes payable under this Agreement comply by reason of Employee’s termination of employment with the provisions Company (or any successor entity thereto) will be made unless such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code so as not (the “Code”), and any final regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”). Further, if Employee is a “specified employee” of the Company (or any successor entity thereto) within the meaning of Section 409A on the date of Employee’s termination (other than a termination due to subject Executive death), then the severance payable to the payment of additional taxes and interest Employee, if any, under this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together the “Deferred Compensation Separation Payments”) that are payable within the first six (6) months following Employee’s termination of employment, shall be delayed until the first payroll date that occurs on or after the date that is six (6) months and one (1) day after the date of the Code. In furtherance of this intenttermination, this Agreement when they shall be interpretedpaid in full arrears. All subsequent Deferred Compensation Separation Payments, operated and administered if any, shall be paid in a manner consistent accordance with these intentions, and the payment schedule applicable to the extent that any regulations each payment or other guidance issued under Section 409A of the Code would result in Executive being subject to payment of additional income taxes or interest under Section 409A of the Code, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Section 409A of the Code. (b) benefit. Notwithstanding any provision in this Agreement anything herein to the contrary, if Executive is determined Employee dies following his termination but prior to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Section 409A(a)(2)(B)(i) of the Code, payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) month delay following the Termination Date. For purposes of Section 409A of the Code, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period anniversary of his termination, then any Payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other payments shall Payments will be unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as of the first day of the seventh-month following the Termination Date (or, if earlier, the date of death of Executive) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the Termination Date shall be paid to Executive payable in accordance with the payment schedule established hereinapplicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (cii) The Any amounts paid under this Agreement that satisfy the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Payments for purposes of clause (i) above. (iii) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Payments for purposes of clause (i) above. “Specified Section 409A Limit” will mean the lesser of two (2) times: (A) Employee” shall mean ’s annualized compensation based upon the annual rate of pay paid to Employee during the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any person who is Internal Revenue Service guidance issued with respect thereto; or (B) the maximum amount that may be taken into account under a “key employee” (as defined in Code qualified plan pursuant to Section 416(i401(a)(17) of the Code without regard to paragraph (5) thereof), as determined by for the Employer based upon the 12-month period ending on each December 31st (such 12-month period year in which Employee’s employment is referred to below as the “identification period”). If Executive is determined to be a key employee under Section 416(i) of the Code (without regard to paragraph (5) thereof), he shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Section 416(i) of the Code, “compensation” shall mean Executive’s W-2 compensation as reported by the Employer for a particular calendar yearterminated.