Common use of Payment Delay Clause in Contracts

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after Executive’s death.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to the Executive during the six (6) six-month period following the Executive’s Termination Date of Employment that does not qualify within either of the foregoing exceptions and constitutes is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Executive’s separation from serviceTermination of Employment, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) Aqua America in accordance with the CompanyAqua America’s (or any successor thereto) “specified employee” determination policy), then the Company Aqua America shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) six-month period following the Executive’s Termination Date with the Company (or any successor thereto) of Employment for six (6) months following the Executive’s Termination Date with the Company (or any successor thereto)of Employment. The delayed Excess Amount shall be paid in a lump sum to the Executive within ten thirty (1030) days following the date that is six (6) months following the Executive’s Termination Date with of Employment, and any amount payable to the Company (or any successor thereto). If Executive dies during after the expiration of such six (6) month period under this Agreement shall continue to be paid to the Executive in accordance with the terms of this Agreement. If the Executive dies during such six-month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Executive’s estate within sixty thirty (6030) days after the Executive’s death, and any amounts not delayed shall be paid to the personal representative of the Executive’s estate in accordance with the terms of this Agreement.

Payment Delay. To the maximum extent permitted under section 409A of the CodeIf, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation Separation from serviceService, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and determines that Executive is a “specified employee” (as defined in section 409A for purposes of Section 409A(a)(2)(B)(i) of the Code and determined in the sole discretion that delayed commencement of any portion of the Company Deferred Payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (or any successor thereto) in accordance with the Company’s (or any successor thereto) such delayed commencement, a “specified employee” determination policyPayment Delay”), then the Company shall postpone the commencement of the payment of the that portion of the Excess Amount that is payable within Deferred Payments will not be provided to Executive until the six earlier of (6i) the expiration of the six-month period following measured from the date of Executive’s Termination Date with Separation from Service, (ii) the Company (or any successor thereto) for six (6) months following date of Executive’s Termination Date with death, or (iii) such earlier date as is permitted under Section 409A. Upon the Company (or any successor thereto). The delayed Excess Amount shall expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all Deferred Payments deferred under the Payment Delay will be paid in a lump sum to Executive within ten (10) 30 days following the date that such expiration, and any remaining payments due under this Agreement will be paid as otherwise provided in this Agreement. The determination of whether Executive is six (6a “specified employee” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of Code at the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative time of Executive’s estate within sixty Separation from Service will be made by the Company, in its discretion, in accordance with Section 409A (60) days after including, without limitation, Treasury Regulations Section 1.409A-1(i)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s deathright to receive the payments under this Agreement, including the severance payments and benefits, will be treated as a right to receive a series of separate payments and, accordingly, each installment payment will at all times be considered a separate and distinct payment.

Payment Delay. To Notwithstanding anything herein to the maximum contrary, but subject to the exceptions set forth in Section 7.2 below, to the extent permitted under section any payments to Executive pursuant to Section 5 or Section 6 hereof, are treated as non-qualified deferred compensation subject to Section 409A of the Code, the severance benefits then (i) no such amount shall be payable under this Agreement are intended pursuant to comply Section 5 or Section 6, as applicable, unless Executive’s termination of employment constitutes a “separation from service” with the Company, as such term is defined in Treasury Regulation § 1.409A-1(h) or any successor provision thereto (a “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4Separation from Service”), and (ii) if Executive, at the time of his Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any remaining amount is intended to comply with portion of the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount termination benefits payable to Executive during pursuant to this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) (any such delayed commencement, a “Payment Delay”), then, such portion of the compensation payable to Executive pursuant to Section 5 or Section 6 (as applicable) shall not be paid or otherwise provided to Executive prior to the earliest of (A) the expiration of the six (6) month period following measured from the date of Executive’s Termination Date that does not qualify within either Separation from Service, (B) the date of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section Executive’s death or (C) such other date as is permitted under Section 409A of the Code, then such amount shall hereinafter be referred to as . Upon the “Excess Amount.” If at the time of Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A expiration of the Codeapplicable Code Section 409A(a)(2)(B)(i) stock is publicly-traded on an established securities market or otherwise and Executive is deferral period, all payments deferred pursuant to a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount Payment Delay shall be paid in a lump sum to Executive within ten (10) 10 days following such expiration, without interest, and any remaining payments due under the date that Agreement shall be paid as otherwise provided herein. The determination of whether Executive is six (6a “specified employee” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date of the Code as of the time of his Separation from Service shall made by the Board in accordance with the Company terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) or any successor provision thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after Executive’s death.

Payment Delay. To the maximum extent permitted under section Section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-"short- term deferral exception” " under Treas. Reg. Treasury Regulation §1.409A-1(b)(4l.409A-l(b)(4), and any remaining amount is intended to comply with the “"separation pay exception” " under Treas. Reg. Treasury Regulation §1.409A-1(b)(9)(iiil.409A-1(b)(9)(iii); providedprovided , however, any amount payable to Executive during the six (6) month period following Executive’s 's Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section Section 409A of the Code, then such amount shall hereinafter be referred to as the “"Excess Amount.” ". If at the time of Executive’s 's separation from service, the Company’s 's (or any entity required to be aggregated with the Company under section Section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “"specified employee” " (as defined in section Section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s 's (or any successor thereto) “"specified employee” " determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s 's Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s 's estate within sixty (60) days after Executive’s 's death.

Payment Delay. To Notwithstanding anything herein to the maximum contrary, to the extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable payments to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes pursuant to Sections 2 or 3 are treated as non-qualified deferred compensation subject to the requirements of section Section 409A of the Code, then such (i) no amount shall hereinafter be referred payable pursuant to such section unless Executive’s termination of employment constitutes a “separation from service” with the Company (as the such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Excess Amount.” If Separation from Service”), and (ii) if Executive, at the time of Executive’s separation his Separation from serviceService, is determined by the Company’s (or any entity required Company to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A for purposes of Section 409A(a)(2)(B)(i) of the Code and determined in the sole discretion Company determines that delayed commencement of any portion of the Company termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (or any successor thereto) in accordance with the Company’s (or any successor thereto) such delayed commencement, a “specified employee” determination policyPayment Delay”), then the Company shall postpone the commencement of the payment of the such portion of the Excess Amount that is payable within Executive’s termination benefits described in Section 2 or 3, as the six case may be, shall not be provided to Executive prior to the earlier of (6A) the expiration of the six-month period following measured from the date of the Executive’s Termination Date with Separation from Service, (B) the Company (or any successor thereto) for six (6) months following date of the Executive’s Termination Date with death or (C) such earlier date as is permitted under Section 409A. Upon the Company (or any successor thereto). The delayed Excess Amount expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten (10) 30 days following such expiration, and any remaining payments due under the date that Agreement shall be paid as otherwise provided herein. The determination of whether Executive is six (6a “specified employee” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date of the Code as of the time of his Separation from Service shall made by the Company in accordance with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment terms of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty Code and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after Executive’s deathand any successor provision thereto).

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance payments and benefits payable provided under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §§ 1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §§ 1.409A-1(b)(9)(iii); provided, however, if any amount payable to Executive during the six (6) month period following Executive’s the Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s the Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s the Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s the Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after Executive’s death. The Company makes no representation that any or all of the payments and benefits provided under this Agreement will be exempt from or comply with section 409A of the Code and makes no undertaking to preclude section 409A of the Code from applying to any such payment or benefit.

Payment Delay. To the maximum extent permitted under section 409A of the CodeSection 409A, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive Employee during the six (6) month period following ExecutiveEmployee’s Termination Date last day of employment with the Company that does not qualify within either of the foregoing exceptions this exception and constitutes deferred compensation subject to the requirements of section Section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of ExecutiveEmployee’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the CodeSection 409A) stock is publicly-traded on an established securities market or otherwise and Executive Employee is a “specified employee” (as defined in section Section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following ExecutiveEmployee’s Termination Date last day of employment with the Company (or any successor thereto) for six (6) months following ExecutiveEmployee’s Termination Date last day of employment with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive Employee within ten thirty (1030) days following the date that is six (6) months following ExecutiveEmployee’s Termination Date last day of employment with the Company (or any successor thereto)) and any amounts payable after such six (6) month period shall be paid in accordance with its original schedule. If Executive Employee dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the CodeSection 409A, such Excess Amount shall be paid to the personal representative of ExecutiveEmployee’s estate within sixty (60) days after ExecutiveEmployee’s death.

Payment Delay. To Notwithstanding anything herein to the maximum contrary, to the extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable payments to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes pursuant to Section 8 are treated as non-qualified deferred compensation subject to the requirements of section Section 409A of the Code, then such (i) no amount shall hereinafter be referred payable pursuant to such section unless Executive's termination of employment constitutes a “'separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), (ii) if any of the “Excess Amount.” If amounts described in Sections 8(a)(i)-(ii) above constitute non-qualified deferred compensation subject to Section 409A of the Code then any such amounts that become payable hereunder shall in all cases be paid in two installment payments pursuant to the terms described in the last paragraph of Section 8(a), provided that the first lump-sure payment shall be paid on the 60th day following Executive's Separation from Service subject to clause (iii) of this Section 9(a) and (iii) if Executive, at the time of Executive’s separation his Separation from serviceService, is determined by the Company’s (or any entity required Company to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A for purposes of Section 409A(a)(2)(B)(i) of the Code and determined in the sole discretion Company determines that delayed commencement of any portion of the Company termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(1) of the Code (or any successor thereto) in accordance with the Company’s (or any successor thereto) such delayed commencement, a “specified employee” determination policyPayment Delay”), then such portion of Executive's termination benefits described in Section 8 shall not be provided to Executive prior to the Company shall postpone earlier of (A) the commencement expiration of the payment six-month period measured from the date of Executive's Separation from Service, (B) the date of Executive's death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the portion of the Excess Amount that is payable within the six (6applicable Code Section 409A(a)(2)(B)(i) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten thirty (1030) days following such expiration, and any remaining payments due under the date that Agreement shall be paid as otherwise provided herein. The determination of whether Executive is six (6a “specified employee” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment terms of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty Code and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after Executive’s deathand any successor provision thereto).

Payment Delay. To Notwithstanding anything herein to the maximum contrary, to the extent permitted under section any payments to Executive pursuant to this Section 5 or Section 6 below, are treated as non-qualified deferred compensation subject to Section 409A of the Code, the severance benefits then (i) no such amount shall be payable under pursuant to this Agreement are intended to comply Section 5 or Section 6, as applicable, unless Executive’s termination of employment constitutes a “separation from service” with the Company, as such term is defined in Treasury Regulation § 1.409A-1(h) or any successor provision thereto (a “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4Separation from Service”), and (ii) if Executive, at the time of his Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any remaining amount is intended to comply with portion of the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount termination benefits payable to Executive during pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then, such portion of the compensation payable to Executive pursuant to this Section 5 or Section 6 shall not be provided to Executive prior to the earlier of (A) the expiration of the six (6) month period following measured from the date of Executive’s Termination Date that does not qualify within either Separation from Service, (B) the date of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section Executive’s death or (C) such earlier date as is permitted under Section 409A of the Code, then such amount shall hereinafter be referred to as . Upon the “Excess Amount.” If at the time of Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A expiration of the Codeapplicable Code Section 409A(a)(2)(B)(i) stock is publicly-traded on an established securities market or otherwise and Executive is deferral period, all payments deferred pursuant to a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount Payment Delay shall be paid in a lump sum to Executive within ten (10) 10 days following such expiration, without interest, and any remaining payments due under the date that Agreement shall be paid as otherwise provided herein. The determination of whether Executive is six (6a “specified employee” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date of the Code as of the time of his Separation from Service shall made by the Company in accordance with the Company terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) or any successor provision thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after Executive’s death.

Payment Delay. To Notwithstanding any provision to the maximum extent permitted under section 409A contrary in this Agreement, if on the date of the CodeExecutive’s termination of employment, the Executive is a “specified employee” (as such term is defined in section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined by the Board (or its delegate) in its sole discretion in accordance with its “specified employee” determination policy, then all cash severance benefits payments payable to the Executive under this Agreement that are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount Code shall hereinafter be referred to as postponed for a period of six months following the “Excess Amount.” If at the time of Executive’s “separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount postponed amounts shall be paid to the Executive in a lump sum to Executive within ten (10) 30 days following after the date that is six (6) 6 months following the Executive’s Termination Date “separation from service” with the Company (or any successor thereto). If the Executive dies during such six (6) six-month period and prior to the payment of the portion of postponed cash amounts hereunder, the Excess Amount that is required to be amounts delayed on account of section 409A of the Code, such Excess Amount Code shall be paid to the personal representative of the Executive’s estate within sixty (60) 60 days after Executive’s death. If any of the cash payments payable pursuant to this Agreement are delayed due to the requirements of section 409A of the Code, there shall be added to such payments interest during the deferral period at an annualized rate of interest equal to 5%. Any such payments shall be deposited into an irrevocable grantor trust which meets the requirements of Internal Revenue Service Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Company with the approval of the Executive (which approval shall not be unreasonably withheld or delayed), and payment to the Executive under this Agreement shall be adjusted for investment experience of the investments made with the assets of such trust, as determined by the trustee without election by the Executive, which investments shall consist of short-term investment-grade fixed-income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities.

Payment Delay. To the maximum extent permitted under section 409A of the CodeIf, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation Separation from serviceService, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and determines that Executive is a “specified employee” (as defined in section 409A for purposes of Section 409A(a)(2)(B)(i) of the Code and determined in the sole discretion that delayed commencement of any portion of the Company Deferred Payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (or any successor thereto) in accordance with the Company’s (or any successor thereto) such delayed commencement, a “specified employee” determination policyPayment Delay”), then the Company shall postpone the commencement of the payment of the that portion of the Excess Amount that is payable within Deferred Payments will not be provided to Executive until the six earlier of (6i) the expiration of the six-month period following measured from the date of Executive’s Termination Date with Separation from Service; (ii) the Company (or any successor thereto) for six (6) months following date of Executive’s Termination Date with death; or (iii) such earlier date as is permitted under Section 409A. Upon the Company (or any successor thereto). The delayed Excess Amount shall expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all Deferred Payments deferred under the Payment Delay will be paid in a lump sum to Executive within ten (10) 30 days following the date that such expiration, and any remaining payments due under this Agreement will be paid as otherwise provided in this Agreement. The determination of whether Executive is six (6a “specified employee” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of Code at the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative time of Executive’s estate within sixty Separation from Service will be made by the Company, in its discretion, in accordance with Section 409A (60) days after including, without limitation, Treasury Regulations Section 1.409A-1(i)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s deathright to receive the payments under this Agreement, including the severance payments and benefits, will be treated as a right to receive a series of separate payments and, accordingly, each installment payment will at all times be considered a separate and distinct payment.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to the Executive during the six (6) 6 month period following the Executive’s Termination Date termination date that does not qualify within either of the foregoing exceptions and constitutes is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Executive’s separation from servicetermination of employment, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and the Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) 6 month period following the Executive’s Termination Date termination date with the Company (or any successor thereto) for six (6) 6 months following the Executive’s Termination Date termination date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to the Executive within ten (10) 10 days following the date that is six (6) 6 months following the Executive’s Termination Date termination date with the Company (or any successor thereto). If the Executive dies during such six (6) 6 month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Executive’s estate within sixty (60) 60 days after the Executive’s death.

Payment Delay. To the maximum extent permitted under section Section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s Date of Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section Section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section Section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section Section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s Date of Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date termination date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s Date of Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty thirty (6030) days after Executive’s death.

Payment Delay. To Notwithstanding anything herein to the maximum contrary, to the extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable payments to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes pursuant to Section 8 are treated as non-qualified deferred compensation subject to the requirements of section Section 409A of the Code, then such (i) no amount shall hereinafter be referred payable pursuant to such section unless Executive's termination of employment constitutes a “'separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), (ii) if any of the “Excess Amount.” If amounts described in Sections 8(a)(i)-(ii) above constitute non-qualified deferred compensation subject to Section 409A of the Code then any such amounts that become payable hereunder shall in all cases be paid in two installment payments pursuant to the terms described in the last paragraph of Section 8(a), provided that the first lump-sure payment shall be paid on the 60th day following Executive's Separation from Service subject to clause (iii) of this Section 9(a) and (iii) if Executive, at the time of Executive’s separation his Separation from serviceService, is determined by the Company’s (or any entity required Company to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employeeExecutive” (as defined in section 409A for purposes of Section 409A(a)(2)(B)(i) of the Code and determined in the sole discretion Company determines that delayed commencement of any portion of the Company termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(1) of the Code (or any successor thereto) in accordance with the Company’s (or any successor thereto) such delayed commencement, a “specified employee” determination policyPayment Delay”), then such portion of Executive's termination benefits described in Section 8 shall not be provided to Executive prior to the Company shall postpone earlier of (A) the commencement expiration of the payment six-month period measured from the date of Executive's Separation from Service, (B) the date of Executive's death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the portion of the Excess Amount that is payable within the six (6applicable Code Section 409A(a)(2)(B)(i) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten thirty (1030) days following such expiration, and any remaining payments due under the date that Agreement shall be paid as otherwise provided herein. The determination of whether Executive is six (6a “specified Executive” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment terms of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty Code and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after Executive’s deathand any successor provision thereto).

Payment Delay. To Notwithstanding anything herein to the maximum contrary, to the extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable payments to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes pursuant to Section 3 are treated as non-qualified deferred compensation subject to the requirements of section Section 409A of the Code, then such (i) no amount shall hereinafter be referred payable pursuant to such section unless Executive’s termination of employment constitutes a “separation from service” with the Company (as the such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Excess Amount.” If Separation from Service”), and (ii) if Executive, at the time of Executive’s separation his Separation from serviceService, is determined by the Company’s (or any entity required Company to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A for purposes of Section 409A(a)(2)(B)(i) of the Code and determined in the sole discretion Company determines that delayed commencement of any portion of the Company termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (or any successor thereto) in accordance with the Company’s (or any successor thereto) such delayed commencement, a “specified employee” determination policyPayment Delay”), then the Company shall postpone the commencement of the payment of the such portion of the Excess Amount that is payable within Executive’s termination benefits described in Section 3 shall not be provided to Executive prior to the six earlier of (6A) the expiration of the six-month period following measured from the date of the Executive’s Termination Date with Separation from Service, (B) the Company (or any successor thereto) for six (6) months following date of the Executive’s Termination Date with death, or (C) such earlier date as is permitted under Section 409A. Upon the Company (or any successor thereto). The delayed Excess Amount expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten (10) 30 days following such expiration, and any remaining payments due under the date that Agreement shall be paid as otherwise provided herein. The determination of whether Executive is six (6a “specified employee” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment terms of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty Code and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after Executive’s deathand any successor provision thereto).

Payment Delay. To Notwithstanding anything herein to the maximum contrary, to the extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable payments to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes pursuant to Section 8 are treated as non-qualified deferred compensation subject to the requirements of section Section 409A of the Code, then such (i) no amount shall hereinafter be referred payable pursuant to such section unless Executive’s termination of employment constitutes a “’separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), (ii) if any of the “Excess Amount.” If amounts described in Sections 8(a)(i)-(ii) above constitute non-qualified deferred compensation subject to Section 409A of the Code then any such amounts that become payable hereunder shall in all cases be paid in two installment payments pursuant to the terms described in the last paragraph of Section 8(a), provided that the first lump-sure payment shall be paid on the 60th day following Executive’s Separation from Service subject to clause (iii) of this Section 9(a) and (iii) if Executive, at the time of Executive’s separation his Separation from serviceService, is determined by the Company’s (or any entity required Company to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employeeExecutive” (as defined in section 409A for purposes of Section 409A(a)(2)(B)(i) of the Code and determined in the sole discretion Company determines that delayed commencement of any portion of the Company termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(1) of the Code (or any successor thereto) in accordance with the Company’s (or any successor thereto) such delayed commencement, a “specified employee” determination policyPayment Delay”), then such portion of Executive’s termination benefits described in Section 8 shall not be provided to Executive prior to the Company shall postpone earlier of (A) the commencement expiration of the payment six-month period measured from the date of Executive’s Separation from Service, (B) the date of Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the portion of the Excess Amount that is payable within the six (6applicable Code Section 409A(a)(2)(B)(i) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten thirty (1030) days following such expiration, and any remaining payments due under the date that Agreement shall be paid as otherwise provided herein. The determination of whether Executive is six (6a “specified Executive” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment terms of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty Code and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after Executive’s deathand any successor provision thereto).

Payment Delay. To the maximum extent permitted under section 409A of the CodeSection 409A, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the CodeSection 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the CodeSection 409A) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section Section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the CodeSection 409A, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after Executive’s death.

Payment Delay. To Notwithstanding anything herein to the maximum contrary, to the extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable payments to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes pursuant to Section 8 are treated as non-qualified deferred compensation subject to the requirements of section Section 409A of the Code, then such (i) no amount shall hereinafter be referred payable pursuant to such section unless Executive's termination of employment constitutes a "'separation from service" with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a "Separation from Service"), (ii) if any of the “Excess Amount.” If amounts described in Sections 8(a)(i)-(ii) above constitute non-qualified deferred compensation subject to Section 409A of the Code then any such amounts that become payable hereunder shall in all cases be paid in two installment payments pursuant to the terms described in the last paragraph of Section 8(a), provided that the first lump-sure payment shall be paid on the 60th day following Executive's Separation from Service subject to clause (iii) of this Section 9(a) and (iii) if Executive, at the time of Executive’s separation his Separation from serviceService, is determined by the Company’s (or any entity required Company to be aggregated with the Company under section 409A a "specified Executive" for purposes of the CodeSection 409A(a)(2)(B)(i) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion Company determines that delayed commencement of any portion of the Company termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(1) of the Code (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policysuch delayed commencement, a "Payment Delay"), then such portion of Executive's termination benefits described in Section 8 shall not be provided to Executive prior to the Company shall postpone earlier of (A) the commencement expiration of the payment six-month period measured from the date of Executive's Separation from Service, (B) the date of Executive's death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the portion of the Excess Amount that is payable within the six (6applicable Code Section 409A(a)(2)(B)(i) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten thirty (1030) days following such expiration, and any remaining payments due under the date that Agreement shall be paid as otherwise provided herein. The determination of whether Executive is six (6a "specified Executive" for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment terms of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty Code and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after Executive’s deathand any successor provision thereto).

Payment Delay. To Notwithstanding anything herein to the maximum contrary, to the extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable payments to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes pursuant to Section 8 are treated as non-qualified deferred compensation subject to the requirements of section Section 409A of the Code, then such (i) no amount shall hereinafter be referred payable pursuant to such section unless Executive’s termination of employment constitutes a “‘separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), (ii) if any of the “Excess Amount.” If amounts described in Sections 8(a) (i)-(ii) above constitute non-qualified deferred compensation subject to Section 409A of the Code then any such amounts that become payable hereunder shall in all cases be paid in two installment payments pursuant to the terms described in the last paragraph of Section 8(a), provided that the first lump- sure payment shall be paid on the 60th day following Executive’s Separation from Service subject to clause (iii) of this Section 9(a) and (iii) if Executive, at the time of Executive’s separation his Separation from serviceService, is determined by the Company’s (or any entity required Company to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employeeExecutive” (as defined in section 409A for purposes of Section 409A(a)(2)(B)(i) of the Code and determined in the sole discretion Company determines that delayed commencement of any portion of the Company termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(1) of the Code (or any successor thereto) in accordance with the Company’s (or any successor thereto) such delayed commencement, a “specified employee” determination policyPayment Delay”), then such portion of Executive’s termination benefits described in Section 8 shall not be provided to Executive prior to the Company shall postpone earlier of (A) the commencement expiration of the payment six-month period measured from the date of Executive’s Separation from Service, (B) the date of Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the portion of the Excess Amount that is payable within the six (6applicable Code Section 409A(a)(2)(B)(i) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten thirty (1030) days following such expiration, and any remaining payments due under the date that Agreement shall be paid as otherwise provided herein. The determination of whether Executive is six (6a “specified Executive” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment terms of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty Code and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after Executive’s deathand any successor provision thereto).

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “"short-term deferral exception” " under Treas. Reg. §1.409A-1(b)(4l.409A- I (b)(4), and any remaining amount is intended to comply with the “"separation pay exception” " under Treas. Reg. §1.409A-1(b)(9)(iiil.409A-l(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s 's Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “"Excess Amount.” " If at the time of Executive’s 's separation from service, the Company’s 's (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “"specified employee” (as employee"(as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s 's (or any successor thereto) “"specified employee” " determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s 's Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). The thereto).The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s 's estate within sixty (60) days after Executive’s 's death.

Payment Delay. To the maximum extent permitted under section Section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “"short-term deferral exception” " under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “"separation pay exception” " under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s 's Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section Section 409A of the Code, then such amount shall hereinafter be referred to as the “"Excess Amount.” " If at the time of Executive’s 's separation from service, the Company’s 's (or any entity required to be aggregated with the Company under section Section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “"specified employee” " (as defined in section Section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s 's (or any successor thereto) “"specified employee” " determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s 's Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s 's estate within sixty (60) days after Executive’s 's death.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “"short-term deferral exception” " under Treas. Reg. §1.409A-1(b)(4l.409A- I (b)(4), and any remaining amount is intended to comply with the “"separation pay exception” " under Treas. Reg. §1.409A-1(b)(9)(iiil.409A-l(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s 's Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “"Excess Amount.” If at " Ifat the time of Executive’s 's separation from service, the Company’s 's (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “"specified employee” (as employee"(as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s 's (or any successor thereto) “"specified employee” " determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s 's Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). The thereto).The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s 's estate within sixty (60) days after Executive’s 's death.

Payment Delay. To Notwithstanding anything herein to the maximum contrary, to the extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable payments to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes pursuant to Section 8 are treated as non-qualified deferred compensation subject to the requirements of section Section 409A of the Code, then such (i) no amount shall hereinafter be referred payable pursuant to such section unless Executive’s termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), (ii) if any of the “Excess Amount.” If amounts described in Sections 8(a)(i)-(ii) above constitute non-qualified deferred compensation subject to Section 409A of the Code then any such amounts that become payable hereunder shall in all cases be paid in two installment payments pursuant to the terms described in the last paragraph of Section 8(a), provided that the first lump-sure payment shall be paid on the 60th day following Executive’s Separation from Service subject to clause (iii) of this Section 9(a) and (iii) if Executive, at the time of Executive’s separation his Separation from serviceService, is determined by the Company’s (or any entity required Company to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A for purposes of Section 409A(a)(2)(B)(i) of the Code and determined in the sole discretion Company determines that delayed commencement of any portion of the Company termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(1) of the Code (or any successor thereto) in accordance with the Company’s (or any successor thereto) such delayed commencement, a “specified employee” determination policyPayment Delay”), then such portion of Executive’s termination benefits described in Section 8 shall not be provided to Executive prior to the Company shall postpone earlier of (A) the commencement expiration of the payment six-month period measured from the date of Executive’s Separation from Service, (B) the date of Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the portion of the Excess Amount that is payable within the six (6applicable Code Section 409A(a)(2)(B)(i) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten thirty (1030) days following such expiration, and any remaining payments due under the date that Agreement shall be paid as otherwise provided herein. The determination of whether Executive is six (6a “specified employee” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment terms of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty Code and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after Executive’s deathand any successor provision thereto).

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under TreasXxxxx. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to the Executive during the six (6) six-month period following the Executive’s Termination Date of Employment that does not qualify within either of the foregoing exceptions and constitutes is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Executive’s separation from serviceTermination of Employment, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) Essential in accordance with the CompanyEssential’s (or any successor thereto) “specified employee” determination policy), then the Company Essential shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) six-month period following the Executive’s Termination Date with the Company (or any successor thereto) of Employment for six (6) months following the Executive’s Termination Date with the Company (or any successor thereto)of Employment. The delayed Excess Amount shall be paid in a lump sum to the Executive within ten thirty (1030) days following the date that is six (6) months following the Executive’s Termination Date with of Employment, and any amount payable to the Company (or any successor thereto). If Executive dies during after the expiration of such six (6) month period under this Agreement shall continue to be paid to the Executive in accordance with the terms of this Agreement. If the Executive dies during such six-month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Executive’s estate within sixty thirty (6030) days after the Executive’s death., and any amounts not delayed shall be paid to the personal representative of the Executive’s estate in accordance with the terms of this Agreement. 

Payment Delay. To the maximum extent permitted under section Section 409A of the Code, the cash severance benefits payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to the Executive during the six (6) six-month period following the Executive’s Termination Date termination date that does not qualify within either of the foregoing exceptions and constitutes is deemed as deferred compensation subject to the requirements of section Section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Executive’s separation from servicetermination of employment, the CompanyEmployer’s (or any entity required to be aggregated with the Company Employer under section Section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and the Executive is a “specified employee” (as defined in section Section 409A of the Code and determined in the sole discretion of the Company Employer (or any successor thereto) in accordance with the CompanyEmployer’s (or any successor thereto) “specified employee” determination policy), then the Company Employer shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) six-month period following the Executive’s Termination Date termination date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company Employer (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to the Executive within ten (10) 10 days following the date that is six (6) months following the Executive’s Termination Date termination date with the Company Employer (or any successor thereto). If the Executive dies during such six (6) six-month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the Executive’s death.

Payment Delay. To Notwithstanding any provision to the maximum extent permitted under section 409A contrary in this Agreement, if on the date of the CodeExecutive’s termination of employment, the Executive is a “specified employee” (as such term is defined in section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined by the Board (or its delegate) in its sole discretion in accordance with its “specified employee” determination policy, then all cash severance benefits payments payable to the Executive under this Agreement that are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount Code shall hereinafter be referred to as the “Excess Amount.” If at the time postponed for a period of Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following the Executive’s Termination Date “separation from service” with the Company (or any successor thereto). The delayed Excess Amount postponed amounts shall be paid to the Executive in a lump sum to Executive within ten (10) days following on the date that is six (6) months and one (1) day following the Executive’s Termination Date “separation from service” with the Company (or any successor thereto). If the Executive dies during such six (6) six-month period and prior to the payment of the portion of postponed cash amounts hereunder, the Excess Amount that is required to be amounts delayed on account of section 409A of the Code, such Excess Amount Code shall be paid to the personal representative of the Executive’s estate within sixty on the sixtieth (6060th) days day after Executive’s death. If any of the cash payments payable pursuant to this Agreement are delayed due to the requirements of section 409A of the Code, there shall be added to such payments interest during the deferral period at an annualized rate of interest equal to the prime rate as reported in the Wall Street Journal (or, if unavailable, a comparable source) at the relevant time. Reimbursements . All reimbursements provided under this Agreement 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 Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “"short-term deferral exception” " under Treas. Reg. §1.409A-1(b)(4Reg.§1.409A-1(b)(4), and any remaining amount is intended to comply with the “"separation pay exception” " under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s 's Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “"Excess Amount.” " If at the time of Executive’s 's separation from service, the Company’s Corporation's (or any entity required to be aggregated with the Company Corporation under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “"specified employee” " (as defined in section 409A of the Code and determined in the sole discretion of the Company Corporation (or any successor thereto) in accordance with the Company’s Corporation's (or any successor thereto) “"specified employee” " determination policy), then the Company Corporation shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s 's Termination Date with the Company Corporation (or any successor thereto) for six (6) months following Executive’s 's Termination Date with the Company Corporation (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s 's Termination Date with the Company Corporation (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s 's estate within sixty (60) days after Executive’s 's death.

Payment Delay. To the maximum extent permitted under section Section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-"short‐ term deferral exception” " under Treas. Reg. Treasury Regulation §1.409A-1(b)(4l.409A-l(b)(4), and any remaining amount is intended to comply with the “"separation pay exception” " under Treas. Reg. Treasury Regulation §1.409A-1(b)(9)(iiil.409A-1(b)(9)(iii); providedprovided , however, any amount payable to Executive during the six (6) month period following Executive’s 's Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section Section 409A of the Code, then such amount shall hereinafter be referred to as the “"Excess Amount.” ". If at the time of Executive’s 's separation from service, the Company’s 's (or any entity required to be aggregated with the Company under section Section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “"specified employee” " (as defined in section Section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s 's (or any successor thereto) “"specified employee” " determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s 's Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s 's estate within sixty (60) days after Executive’s 's death.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive you during the six (6) 6 month period following Executive’s Termination Date your termination date that does not qualify within either of the foregoing exceptions and constitutes is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation from serviceyour termination of employment, the CompanyICG’s (or any entity required to be aggregated with the Company ICG under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is you are a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company ICG (or any successor thereto) in accordance with the CompanyICG’s (or any successor thereto) “specified employee” determination policy), then the Company ICG shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) 6 month period following Executive’s Termination Date your termination date with the Company (or any successor thereto) for six (6) 6 months following Executive’s Termination Date your termination date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive you within ten (10) 10 days following the date that is six (6) 6 months following Executive’s Termination Date your termination date with the Company (or any successor thereto). If Executive dies you die during such six (6) 6 month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s your estate within sixty (60) 60 days after Executive’s your death.. This letter agreement is not intended to modify your status as an at-will employee of ICG and all other employment terms and conditions remain the same. Sincerely, /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Chairman and Chief Executive Officer Acknowledged and agreed as of December 18, 2008: /s/ R. Xxxx Xxxxxx R. Xxxx Xxxxxx cc: Employee file

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount Code shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after Executive’s death.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under TreasXxxxx. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-publicly traded on an established securities market or otherwise and Executive is a “specified ​ ​ /s/ Xxxxxx Xxxxxx ​ ​ Executive’s Initials ​ ​ employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after Executive’s death.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “"short-term deferral exception” " under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “"separation pay exception” " under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s 's Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “"Excess Amount.” " If at the time of Executive’s 's separation from service, the Company’s 's (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “"specified employee” " (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s 's (or any successor thereto) “"specified employee” " determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s 's Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s 's Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s 's estate within sixty (60) days after Executive’s 's death.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive you during the six (6) month 6)-month period following Executive’s Termination Date your termination date that does not qualify within either of the foregoing exceptions and constitutes is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation from serviceyour termination of employment, the CompanyActua’s (or any entity required to be aggregated with the Company Actua under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is you are a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion Mr. R. Xxxx Xxxxxx December 16, 2014 of the Company Actua (or any successor thereto) in accordance with the CompanyActua’s (or any successor thereto) “specified employee” determination policy), then the Company Actua shall postpone or cause to be postponed the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month 6)-month period following Executive’s Termination Date your termination date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date your termination date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive you within ten (10) days following the date that is six (6) months following Executive’s Termination Date your termination date with the Company (or any successor thereto). If Executive dies you die during such six (6) month 6)-month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s your estate within sixty (60) days after Executive’s your death.. We trust that our commitment to protect the financial security of you and your family will strengthen your loyalty to Actua. Our sincere belief is that the current Actua team, including you, is outstanding and will drive our success against our business plan. This success will provide meaningful financial rewards to our shareholders and employees. This letter is not intended to modify your status as an at-will employee of the Company and all other employment terms and conditions remain the same. Sincerely, /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Chief Executive Officer Acknowledged and agreed as of December 16, 2014: /s/ R. Xxxx Xxxxxx

Payment Delay. To Notwithstanding anything herein to the maximum contrary, to the extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable payments to Executive during pursuant to the six (6) month period following Executive’s section entitled “Termination Date that does not qualify within either of by the foregoing exceptions and constitutes Company Without Cause or Termination by Executive for Good Reason” above or the section entitled “Cash Severance Upon Termination Without Cause or for Good Reason” above are treated as non-qualified deferred compensation subject to the requirements of section Section 409A of the Code, then such (i) no amount shall hereinafter be referred payable pursuant to such section unless Executive’s termination of employment constitutes a “separation from service” with the Company (as the such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Excess Amount.” If Separation from Service”), and (ii) if Executive, at the time of Executive’s separation his Separation from serviceService, is determined by the Company’s (or any entity required Company to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A for purposes of Section 409A(a)(2)(B)(i) of the Code and determined in the sole discretion Company determines that delayed commencement of any portion of the Company termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (or any successor thereto) in accordance with the Company’s (or any successor thereto) such delayed commencement, a “specified employee” determination policyPayment Delay”), then the Company shall postpone the commencement of the payment of the such portion of the Excess Amount that is payable within Executive’s termination benefits described in the six section entitled “Termination by the Company Without Cause or Termination by Executive for Good Reason” above or the section entitled “Cash Severance Upon Termination Without Cause or for Good Reason” above, as the case may be, shall not be provided to Executive prior to the earlier of (6A) the expiration of the six-month period following measured from the date of the Executive’s Termination Date with Separation from Service, (B) the Company (or any successor thereto) for six (6) months following date of the Executive’s Termination Date with death or (C) such earlier date as is permitted under Section 409A. Upon the Company (or any successor thereto). The delayed Excess Amount expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within ten (10) 30 days following such expiration, and any remaining payments due under the date that Agreement shall be paid as otherwise provided herein. The determination of whether Executive is six (6a “specified employee” for purposes of Section 409A(a)(2)(B)(i) months following Executive’s Termination Date of the Code as of the time of his Separation from Service shall made by the Company in accordance with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment terms of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty Code and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after Executive’s deathand any successor provision thereto).

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive you during the six (6) 6 month period following Executive’s Termination Date your termination date that does not qualify within either of the foregoing exceptions and constitutes is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation from serviceyour termination of employment, the CompanyICG’s (or any entity required to be aggregated with the Company ICG under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is you are a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company ICG (or any successor thereto) in accordance with the CompanyICG’s (or any successor thereto) “specified employee” determination policy), then the Company ICG shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) 6 month period following Executive’s Termination Date your termination date with the Company (or any successor thereto) for six (6) 6 months following Executive’s Termination Date your termination date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive you within ten (10) 10 days following the date that is six (6) 6 months following Executive’s Termination Date your termination date with the Company (or any successor thereto). If Executive dies you die during such six (6) 6 month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s your estate within sixty (60) 60 days after Executive’s your death.. This letter agreement is not intended to modify your status as an at-will employee of ICG and all other employment terms and conditions remain the same. Sincerely, /s/ Xxxxxx X. Xxxxxxx, III Xxxxxx X. Xxxxxxx, III Chief Executive Officer Acknowledged and agreed as of October 6, 2011: /s/ R. Xxxx Xxxxxx R. Xxxx Xxxxxx cc: Employee file

Payment Delay. To the maximum extent permitted under section Section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive the Employee during the six (6) month period following Executivethe Employee’s Termination Date separation date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section Section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executivethe Employee’s separation from service, the Company’s CSS' (or any entity required to be aggregated with the Company CSS under section Section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive the Employee is a “specified employee” (as defined in section Section 409A of the Code and determined in the sole discretion of the Company CSS (or any successor thereto) in accordance with the Company’s CSS’ (or any successor thereto) “specified employee” determination policy), then the Company CSS shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executivethe Employee’s Termination Date separation date with the Company CSS (or any successor thereto) for six (6) months following Executivethe Employee’s Termination Date separation date with the Company CSS (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive the Employee within ten thirty (1030) days following the date that is six (6) months following Executivethe Employee’s Termination Date separation date with the Company CSS (or any successor thereto). If Executive the Employee dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executivethe Employee’s estate within sixty (60) days after Executivethe Employee’s death.

Payment Delay. To Notwithstanding any provision to the maximum extent permitted under section 409A contrary in this Agreement, if any of the Code, the cash severance benefits payable under this Agreement payments are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6) month period following Executive’s Termination Date that does not qualify within either of the foregoing exceptions and constitutes deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If Code and at the time of Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A termination of the Code) stock is publicly-traded on an established securities market or otherwise and employment Executive is a “‘specified employee” ’ (as such term is defined in section 409A 409A(2)(B)(i) of the Code and its corresponding regulations), as determined in the sole discretion of by the Company (or any successor thereto) ), in its sole discretion in accordance with the Company’s (or any successor thereto) “its ‘specified employee” ’ determination policy), then the Company all cash payments to Executive pursuant to this Agreement shall postpone the commencement be postponed for a period of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date ‘separation from service’ with the Company (or any successor thereto). The delayed Excess Amount postponed amounts shall be paid to Executive in a lump sum to Executive within ten thirty (1030) days following after the date that is six (6) months following Executive’s Termination Date ‘separation from service’ with the Company (or any successor thereto), and any amounts payable to Executive after the expiration of such six (6) month period under this Agreement shall continue to be paid to Executive in accordance with the terms of this Agreement. If Executive dies during such six (6) six-month period and prior to the payment of the portion of postponed cash amounts hereunder, the Excess Amount that is required to be amounts delayed on account of section 409A of the Code, such Excess Amount Code shall be paid to the personal representative of the Executive’s estate within sixty (60) days after Executive’s death, and any amounts not delayed shall be paid to the personal representative of the Executive’s estate in accordance with the terms of this Agreement. If any of the cash payments payable pursuant to this Agreement are delayed due to the requirements of section 409A of the Code, there shall be added to such payments interest during the deferral period at an annualized rate of interest equal to 5%.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under TreasXxxxx. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to the Executive during the six (6) six-month period following the Executive’s Termination Date of Employment that does not qualify within either of the foregoing exceptions and constitutes is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Executive’s separation from serviceTermination of Employment, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policyCode), then the Company Essential shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) six-month period following the Executive’s Termination Date with the Company (or any successor thereto) of Employment for six (6) months following the Executive’s Termination Date with the Company (or any successor thereto)of Employment. The delayed Excess Amount shall be paid in a lump sum to the Executive within ten thirty (1030) days following the date that is six (6) months following the Executive’s Termination Date with of Employment, and any amount payable to the Company (or any successor thereto). If Executive dies during after the expiration of such six (6) month period under this Agreement shall continue to be paid to the Executive in accordance with the terms of this Agreement. If the Executive dies during such six-month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Executive’s estate within sixty thirty (6030) days after the Executive’s death, and any amounts not delayed shall be paid to the personal representative of the Executive’s estate in accordance with the terms of this Agreement.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the cash severance benefits payment payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay ?short-term deferral exception” ? under Treas. Reg. §1.409A-1(b)(9)(iiisection 1.409A- 1(b)(4); provided, however, any amount payable to Executive the Officer during the six (6) month period following Executive’s Termination Date the Officer?s termination date that does not qualify within either of the foregoing exceptions such exception and constitutes is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “?Excess Amount.” ? If at the time of Executive’s separation from servicethe Officer?s termination of employment, the Company’s Company?s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive the Officer is a “?specified employee” ? (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s Company?s (or any successor thereto) “?specified employee” ? determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s Termination Date the Officer?s termination date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date the Officer?s termination date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive the Officer within ten (10) days following the date that is six (6) months following Executive’s Termination Date the Officer?s termination date with the Company (or any successor thereto). If Executive the Officer dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s the Officer?s estate within sixty (60) days after Executive’s the Officer?s death.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive you during the six (6) month 6)-month period following Executive’s Termination Date your termination date that does not qualify within either of the foregoing exceptions and constitutes is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation from serviceyour termination of employment, the CompanyActua’s (or any entity required to be aggregated with the Company Actua under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is you are a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion Xx. X. Kirk Xxxxxx Xxxxx 10, 2017 of the Company Actua (or any successor thereto) in accordance with the CompanyActua’s (or any successor thereto) “specified employee” determination policy), then the Company Actua shall postpone or cause to be postponed the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month 6)-month period following Executive’s Termination Date your termination date with the Company (or any successor thereto) for six (6) months following Executive’s Termination Date your termination date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive you within ten (10) days following the date that is six (6) months following Executive’s Termination Date your termination date with the Company (or any successor thereto). If Executive dies you die during such six (6) month 6)-month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s your estate within sixty (60) days after Executive’s your death.. We trust that our commitment to protect the financial security of you and your family will strengthen your loyalty to Actua. Our sincere belief is that the current Actua team, including you, is outstanding and will drive our success against our business plan. This success will provide meaningful financial rewards to our shareholders and employees. This letter is not intended to modify your status as an at-will employee of the Company and all other employment terms and conditions remain the same. Sincerely, /s/ Xxxxxx X. Xxxxxxx, III Xxxxxx X. Xxxxxxx, III Chief Executive Officer Acknowledged and agreed as of March 10, 2017: /s/ R. Xxxx Xxxxxx

Payment Delay. To the maximum extent permitted under section 409A of the Code, the cash severance benefits payments payable under this Agreement letter agreement are intended to comply with the “‘short-term deferral exception” ’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “‘separation pay exception” ’ under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to the Executive during the six (6) six-month period following Executive’s Termination Date your termination date that does not qualify within either of the foregoing exceptions and constitutes is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “‘Excess Amount.” ’ If at the time of Executive’s separation from serviceyour termination of employment, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is you are a “‘specified employee” ’ (as defined in section 409A of the Code and determined in the sole discretion of the Company CSS (or any successor thereto) in accordance with the CompanyCSS’s (or any successor thereto) “‘specified employee” ’ determination policy), then the Company CSS shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) six-month period following Executive’s Termination Date your ‘separation from service’ with the Company CSS (or any successor thereto) for six (6) months following Executive’s Termination Date your ‘separation from service’ with the Company CSS (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive you within ten thirty (1030) days following the date that is six (6) months following Executive’s Termination Date the your ‘separation from service’ with the Company CSS (or any successor thereto). If Executive dies during , and any amount payable to you after the expiration of such six (6) month period under this letter agreement shall continue to be paid to you in accordance with the terms of this letter agreement. If you die during such six-month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s your estate within sixty (60) days after Executive’s your death, and any amounts not delayed shall be paid to the personal representative of your estate in accordance with the terms of this letter agreement.

Payment Delay. To the maximum extent permitted under section 409A of the Code, the severance payments and benefits payable provided under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §§ 1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under TreasXxxxx. Reg. §§ 1.409A-1(b)(9)(iii); provided, however, if any amount payable to Executive during the six (6) month period following Executive’s the Termination Date that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Executive’s the Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s the Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following Executive’s the Termination Date with the Company (or any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after Executive’s death. The Company makes no representation that any or all of the payments and benefits provided under this Agreement will be exempt from or comply with section 409A of the Code and makes no undertaking to preclude section 409A of the Code from applying to any such payment or benefit.