Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.

Section 409A Compliance. (a) It To the extent applicable, it is intended that any benefits under this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application provisions of Section 409A of the Internal Revenue Code of 1986, as amended and the guidance promulgated thereunder (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4). This Agreement shall be administered in a manner consistent with this intent, and 1.409A-1(b)(9), any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and this Agreement will effect until amended by the parties to comply with Section 409A (which amendment may be construed to the greatest extent possible as consistent with those provisions, and retroactive to the extent not so exemptpermitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (and any definitions hereunderi.e., 2½ months) will be construed after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a manner that complies with “substantial risk of forfeiture” for purposes of Code Section 409A. 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A (including, without limitation, 409A. Each payment and each installment of any severance payments provided for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series separate payment for purposes of separate application of Section 409A. To the extent that any severance payments andcome within the definition of “short term deferrals” or “involuntary severance” under Section 409A, accordinglysuch amounts shall be excluded from “deferred compensation” as allowed under Section 409A, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed subject to have occurred for purposes the following Section 409A compliance requirements. All payments of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from servicenonqualified deferred compensation” (within the meaning of Section 409A and409A) are intended to comply with the requirements of Section 409A, for purposes of and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such provision deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of this Agreement, references payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “resignation,key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “termination,nonqualified deferred compensation” “payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment” , or like terms (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall mean separation from servicebe paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. In All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no event may Executive, directly or indirectly, designate later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of a paymentsaid period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding any provision of this Agreement anything herein to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could amendment may be made in more than one taxable year, payment shall be made in to this Agreement if it would cause the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive Agreement or any other person if any compensation under this Agreement constitutes deferred compensation subject payment hereunder not to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code be in compliance with Section 409A.

Section 409A Compliance. Executive is solely responsible and liable for the satisfaction of any federal, state, province or local taxes that may arise with respect to this Agreement (a) It including any taxes arising under Section 409A of the Code, except to the extent otherwise specifically provided in a written agreement with the Company). Neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever to pay such taxes, to prevent Executive from incurring them, or to mitigate or protect Executive from any such tax liabilities. To the extent applicable, it is intended that any benefits under this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Code. This Agreement will be construed to the greatest extent possible as administered and interpreted in a manner consistent with those provisionsthis intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of permitted by Section 409A (includingof the Code). Notwithstanding anything contained herein to the contrary, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), to the Executive’s right extent Executive is entitled to receive any installment payments under this Agreement (whether severance paymentsthat constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code on account of Executive’s termination of employment, if anysuch amounts shall not be paid until Executive has incurred a “separation from service” from Employer within the meaning of Section 409A of the Code. If, or otherwise) shall be treated as a right to receive a series at the time of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Executive’s termination of employment shall not be deemed to have occurred for purposes under this Agreement, Executive is a “specified employee” within the meaning of Section 409A of the Code, any provision payments that constitute “nonqualified deferred compensation” within the meaning of this Agreement providing for Section 409A of the payment Code on account of any amounts or benefits upon or following a termination of employment unless such termination is also a Executive’s “separation from service” within the meaning of Section 409A andof the Code (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth calendar month beginning after Executive’s “separation from service” within the meaning of Section 409A of the Code (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, Executive shall be paid a lump sum payment in cash equal to any payments delayed because of the preceding sentence, together with interest on them for the period of delay at a rate not less than the average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. Thereafter, Executive shall receive any remaining benefits as if there had not been an earlier delay. In addition, for purposes of any such provision of this Agreement, references each amount to a “resignation,” “termination,” “termination of employment” be paid or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of benefit to be provided to Executive pursuant to this Agreement to the contrary, in no event shall the timing be construed as a separate identified payment for purposes of Section 409A of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Code.

Section 409A Compliance. (a) It is intended that any benefits under Each payment pursuant to the terms of this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. payment for purposes of Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean “separation from service. In no event may Executive.” Notwithstanding anything to the contrary in this Agreement, directly if you are a “specified employee” (within the meaning of Section 409A) on the date of your separation from service, then any payments or indirectly, designate benefits that otherwise would be payable pursuant to the calendar year of a payment. Notwithstanding any provision terms of this Agreement within the first 6 months following your separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within 14 days after the end of the 6-month period following your separation from service, or your death, if sooner, but only to the contrary, in no event shall extent that such payments or benefits provide for the timing “deferral of compensation” within the Executive’s execution meaning of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution after application of the Release could be made exemptions provided in more than one taxable yearSections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, payment shall be made you will receive any remaining payments and benefits due in accordance with the later taxable yearterms of this Agreement (as if there had not been any suspension beforehand). The Company makes no representation will cooperate with you in making any amendments to this Agreement that you reasonably request to avoid the imposition of taxes or warranty and shall have no liability to penalties under Section 409A of the Executive or any Code provided that such changes do not provide you with additional benefits (other person if any compensation than de minimis benefits) under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.terms of this Agreement.

Section 409A Compliance. (a) It is intended that any benefits All payments under this Agreement satisfy, are intended to the greatest extent possible, the exemptions comply with or be exempt from the application requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as amended (“amended. To the extent permitted under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and the Company reserves the right to modify this Agreement will to conform with any or all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be construed subject to an “additional tax” under Section 409A. To the greatest extent possible that any provision in this Agreement is ambiguous as consistent to its compliance with those provisionsSection 409A, and or to the extent not so exempt, any provision in this Agreement (and any definitions hereunder) will must be construed modified to comply with Section 409A, such provision shall be read in such a manner so that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), no payment due to the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) Executive shall be treated as a right subject to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a an “separation from serviceadditional tax” within the meaning of Section 409A and, 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of 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 calendar 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. Notwithstanding anything contained herein to the contrary, in the Executive shall not be considered to have terminated employment with the Company for purposes of Section 11.2 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no event whatsoever shall the timing of the Executive’s execution of the ReleaseCompany be liable for any additional tax, directly interest or indirectly, result in penalty that may be imposed on the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code by Section 409A but does not satisfy an exemption from, or the conditions of, Code damages for failing to comply with Section 409A.

Section 409A Compliance. Notwithstanding anything herein to the contrary: (ai) It no termination or other similar payments and benefits hereunder shall be payable unless the Executive’s termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if the Executive is intended deemed at the time of the Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which the Executive may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and benefits shall not be provided to the Executive prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (y) the date of the Executive’s death; provided that upon the earlier of such dates, all payments and benefits deferred pursuant to this Section 9(b)(ii) shall be paid in a lump sum to the Executive, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive’s separation from service shall be made by the Company in accordance with the terms of Section 409A (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) to the extent that any benefits Installment Payments under this Agreement satisfy, are deemed to constitute “nonqualified deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Internal Revenue Code of 1986409A, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For for purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment; (v) to the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement are deemed to constitute “deferred compensation” under Section 409A, such reimbursements or benefits shall be provided reasonably promptly, but in no event later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations; and (vi) the amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to receive such payments or reimbursement of any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment such expenses shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation liquidation or warranty and shall have no liability to the Executive or exchange for any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.benefit.

Section 409A Compliance. (a) It To the extent applicable, it is intended that any benefits under this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this . This Agreement will be construed to the greatest extent possible as administered and interpreted in a manner consistent with those provisionsthis intent, and any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). Notwithstanding anything contained herein to the contrary, Executive shall not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies considered to have terminated employment with Section 409A. For purposes of Section 409A (including, without limitation, the Company for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right this Agreement and no payments shall be due to receive any installment payments Executive under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits which are payable upon or following a Executive’s termination of employment unless such termination is also Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A and409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following Executive’s termination of employment (or upon Executive’s death, if earlier). In addition, for purposes of any such provision this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement, references to a “resignation,” “termination,” “termination (i) the amount of employment” or like terms such expenses eligible for reimbursement in any taxable year shall mean separation from service. In not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no event may Executive, directly or indirectly, designate later than the end of the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A; provided, however, that with respect to any reimbursements for any taxes to which Executive becomes entitled under the terms of this Agreement, the payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the later taxable yearrelated taxes. The Company makes no representation or warranty and shall have no liability Upon the expiration of the applicable Section 409A(a)(2) deferral period, all payments deferred pursuant to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject shall be paid to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Executive in a lump sum (less applicable tax withholdings).

Section 409A Compliance. (a) It To the extent applicable, this Agreement is intended that any benefits under this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application requirements of Section 409A of the Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (together with the applicable regulations thereunder, “Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and . To the extent that any provision in this Agreement will be construed is ambiguous as to the greatest extent possible as consistent its compliance with those provisions, and Section 409A or to the extent not so exempt, any provision in this Agreement (and any definitions hereunder) will must be construed in a manner that complies modified to comply with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iiiRegulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the Executive’s right to receive any installment mutual consent of the parties, which consent shall not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement (whether severance paymentsshall comply with Section 409A. For purposes of Section 409A, if any, or otherwise) each payment made under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, if necessary to comply with the restriction in no event shall the timing Section 409A(a)(2)(B) concerning payments to “specified employees” (as defined in Section 409A) any payment on account of the Executive’s execution separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the Releaseseventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction. Notwithstanding anything contained herein to the contrary, directly or indirectly, result in the Executive designating shall not be considered to have terminated employment with the calendar year Company for purposes of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject unless he would be considered to Code Section 409A but does not satisfy an exemption from, or have incurred a “separation from service” from the conditions of, Code Company within the meaning of Section 409A.

Section 409A Compliance. (a) It This Agreement is intended that any benefits under this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”), provided and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury Regulations Sections regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and 1.409A-1(b)(9for this purpose each payment shall constitute a “separately identified” amount within the meaning of Treasury Regulation §1.409A-2(b)(2). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement will be construed to the greatest extent possible as consistent with those provisionsavoid such 409A Penalties, and to the extent not so exempt, possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), are payable by reference to the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A “termination of employment employment,” such term shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a refer to Executive’s “separation from service,” within the meaning of Section 409A and, for purposes of the Code. Notwithstanding any such other provision of in this Agreement, references to if the Executive is a “resignationspecified employee,” “termination,” “termination as defined in Section 409A of employment” or like terms shall mean the Code, as of the date of Executive’s separation from service. In no event may , then to the extent any amount payable to the Executive (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive, directly or indirectly, designate ’s separation from service and (iii) under the calendar year of a payment. Notwithstanding any provision terms of this Agreement would be payable prior to the contrary, in no event shall the timing six-month anniversary of the Executive’s execution separation from service, such payment shall be delayed until the earlier to occur of (a) the first business day following the six-month anniversary of the Release, directly separation from service and (b) the date of Executive’s death. Any reimbursement or indirectly, result in advancement payable to the Executive designating pursuant to this Agreement or otherwise shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive in accordance with the Company’s expense reimbursement policy, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of payment expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable other calendar year. The Company makes no representation right to any reimbursement or warranty and in-kind benefit pursuant to this Agreement or otherwise shall have no liability not be subject to the Executive liquidation or exchange for any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.benefit.

Section 409A Compliance. (a) It To the extent applicable, it is intended that any benefits under the Plan and this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Code of 1986, as amended Service (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and . Any provision of the Plan or this Agreement will that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be construed to the greatest extent possible as consistent with those provisions, and retroactive to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with permitted by Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision of this Agreement providing for the payment Plan to the contrary, if the Grantee is a “specified employee” (as defined in Section 1.409A-1(i) of any amounts or benefits upon or following a termination the Treasury Department Regulations) at the time of employment unless such termination is also a the Grantee’s “separation from service” within (as defined in Section 1.409A-1(h) of the meaning Treasury Department Regulations and including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and payments to the Grantee hereunder are not exempt from Section 409A andas a short-term deferral or otherwise, for purposes these payments, to the extent otherwise payable within six (6) months after the Grantee’s separation from service shall be delayed until the earlier of any such provision the date which is six (6) months after the date of this Agreement, references the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to a “resignation,” “termination,” “termination of employment” or like terms shall mean be paid during the six (6) month period following the Grantee’s separation from service. In no event may Executive, directly but which were delayed pursuant to this Section 12(h), shall be paid without interest on, or indirectlyas soon as administratively practicable after, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to first day following the contrary, in no event shall the timing six (6) month anniversary of the ExecutiveGrantee’s execution separation from service (or, if earlier, the date of the Release, directly or indirectly, result Grantee’s death). Any payments that were originally scheduled to be paid following the six (6) months after the Grantee’s separation from service shall continue to be paid in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.accordance with their predetermined schedule.

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(41.409A‑1(b)(4), and 1.409A-1(b)(91.409A‑1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii1.409A‑2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment Severance benefits shall not be deemed to have occurred for purposes of any provision of this Agreement providing for commence until the payment of any amounts or benefits upon or following a termination of employment unless such termination is also Executive has a “separation from service” within the meaning of (as defined under Treasury Regulation Section 409A and1.409A-1(h), for purposes of without regard to any such provision of this Agreementalternative definition thereunder, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment”). Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, in no event shall if Executive is deemed by the timing Company at the time of termination to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the Executive’s execution of payments set forth herein are deemed to be “deferred compensation,” then to the Release, directly or indirectly, result in the Executive designating the calendar year of payment extent delayed commencement of any amounts portion of deferred compensation subject such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and if a payment that is subject such payments shall not be provided prior to execution the earliest of (i) the expiration of the Release could six-month period measured from the date of termination, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be paid in a lump sum, and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. Finally, if the period during which Executive may consider and sign a release in connection with the receipt of severance benefits spans two calendar years, the payment of severance will not be made in more than one taxable year, payment shall be made in or begin until the later taxable calendar year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A..

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments Payments under this Agreement (whether severance payments, if any, or otherwisethe “Payments”) shall be treated as designed and operate in such a right manner that they are either exempt from the application of, or comply with, the requirements of Section 409A, and the regulations, applicable case law and administrative guidance related to receive a series of separate payments andsame. All Payments shall be, accordinglyunder all circumstances, each installment payment hereunder shall at deemed to come from an unfunded plan. Further, notwithstanding any provision in this Agreement to the contrary, all times be considered a separate and distinct payment. A termination of employment shall Payments subject to Section 409A will not be deemed accelerated in time or schedule. In addition, all Severance Payments, including Change of Control Severance Payments, that are deferred compensation and subject to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits 409A will only be payable upon or following a termination of employment unless such termination is also a “separation from service” within (as that term is defined at Section 1.409A-1(h) of the meaning of Treasury Regulations) from Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with Company under Section 409A and, for purposes of any such provision of 1.409A-1(h)(3). All references in this Agreement, references Agreement to a “resignation,” “termination,” “termination of employment” or like terms employment shall mean be construed to require a “separation from service. In no event may Executive.” Furthermore, directly or indirectly, designate the calendar year of a payment. Notwithstanding and notwithstanding any provision provisions of this Agreement to the contrary, in no event shall the timing if all or any portion of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of Payments and/or benefits due under this Section 4 are determined to be “non-qualified deferred compensation compensation” subject to Section 409A409A and Company determines that Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the final regulations promulgated thereunder, and if other guidance issued thereunder, then such Payments and/or benefits (or a payment that is subject to execution portion thereof) shall commence no earlier than the first day of the Release could be made in more than one taxable yearseventh month following Executive’s termination of employment, with the first payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability being a lump-sum equal to the aggregate Payments and/or benefits Executive or any other person would have received during such six-month period if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.no such payment delay had been imposed.

Section 409A Compliance. (a) It is intended that any benefits All payments under this Agreement satisfy, are intended to the greatest extent possible, the exemptions comply with or be exempt from the application requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as amended (“amended. To the extent permitted under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and the Company reserves the right to modify this Agreement will to conform with any or all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be construed subject to an “additional tax” under Section 409A. To the greatest extent possible that any provision in this Agreement is ambiguous as consistent to its compliance with those provisionsSection 409A, and or to the extent not so exempt, any provision in this Agreement (and any definitions hereunder) will must be construed modified to comply with Section 409A, such provision shall be read in such a manner so that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), no payment due to the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) Executive shall be treated as a right subject to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a an “separation from serviceadditional tax” within the meaning of Section 409A and, 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of 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 calendar 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. Notwithstanding anything contained herein to the contrary, in the Executive shall not be considered to have terminated employment with the Company for purposes of Section 10 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no event whatsoever shall the timing of the Executive’s execution of the ReleaseCompany be liable for any additional tax, directly interest or indirectly, result in penalty that may be imposed on the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code by Section 409A but does not satisfy an exemption from, or the conditions of, Code damages for failing to comply with Section 409A.

Section 409A Compliance. (a) It is intended that Unless otherwise expressly provided, any benefits under payment of compensation by Company to Executive, whether pursuant to this Agreement satisfyor otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to the greatest extent possiblesuch payment vests (i.e., the exemptions from the application is not subject to a “substantial risk of forfeiture”) for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. . For purposes of this Agreement, termination of employment shall be deemed to occur only upon “separation from service” as such term is defined under Section 409A (including, without limitation, 409A. Each payment and each installment of any severance payments provided for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision application of this Agreement providing for Section 409A. To the payment of extent any amounts or benefits upon or following a termination of employment unless such termination is also a payable by the Company to the Executive constitute “separation from servicenonqualified deferred compensation” (within the meaning of Section 409A and409A) such payments are intended to comply with the requirements of Section 409A, for purposes of and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such provision deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A, including a six (6) month delay of this Agreementtermination payments made to specified employees of a public company, references to the extent then applicable. Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of a “resignation,” “termination,” “waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment” ) occurs shall commence payment only in such following calendar year as necessary to comply with Section 409A. All expense reimbursement or like terms in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall mean separation from service. In be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no event may Executive, directly or indirectly, designate later than the end of the calendar year following the year in which Executive incurs such expenses, and Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of a paymentsaid period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding any provision of this Agreement anything herein to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could amendment may be made in more than one taxable year, payment shall be made in to this Agreement if it would cause the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive Agreement or any other person if any compensation under this Agreement constitutes deferred compensation subject payment hereunder not to Code Section 409A but does not satisfy an exemption from, or the conditions of, be in compliance with Code Section 409A.

Section 409A Compliance. (a) It is intended that any each installment of the severance payments and benefits under provided for in this Agreement satisfyis a separate “payment” for purposes of Section 409A. For the avoidance of doubt, it is intended that the severance satisfies, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-l(b)(4) and 1.409A-l(b)(9). Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that the severance payment provided above upon a separation from service constitute “deferred compensation” under Section 409A of the Internal Revenue Code (together, with any state law of 1986similar effect, as amended (“Section 409A”) and if Executive is a “specified employee” of the Company or any successor entity thereto as of the separation from service, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), provided under Treasury Regulations Sections 1.409A-1(b)(4)then, and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and solely to the extent not so exemptnecessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the severance (or any portion thereof) shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the date of separation of service or (ii) the date of Executive’s execution death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Release, directly or indirectly, result in severance payments that Executive would otherwise have received through the Executive designating Delayed Initial Payment Date if the calendar year commencement of the payment of any amounts of deferred compensation subject the severance had not been delayed pursuant to Section 409A, this paragraph and if a payment that is subject to execution (B) commence paying the balance of the Release could be made severance in more than one taxable year, accordance with the payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.schedule set forth above.

Section 409A Compliance. (a) It This Agreement is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of 1986this Agreement, as amended (“Section 409A”), payments provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will may only be construed to the greatest extent possible as consistent with those provisions, made upon an event and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any each installment payments payment provided under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Any payments to be made under this Agreement upon a termination of employment shall not only be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits made upon or following a termination of employment unless such termination is also a “separation from service” under Section 409A. Notwithstanding the foregoing, the Bank makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Bank be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A andand you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), for purposes then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination (the “Specified Employee Payment Date”). The aggregate of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate payments that would otherwise have been paid before the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment Specified Employee Payment Date shall be made paid to you in a lump sum on the later taxable year. The Company makes no representation or warranty Specified Employee Payment Date and thereafter, any remaining payments shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.be paid without delay in accordance with their original schedule.

Section 409A Compliance. (a) It Notwithstanding any other provision of the Plan or this Agreement to the contrary, it is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions Award shall be exempted from the application definition of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from servicenon-qualified deferred compensation” within the meaning of Section 409A andof the IRS Code (together with any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury of the Internal Revenue Service, collectively “Section 409A”), and the Plan shall be interpreted accordingly (including to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code). Under no circumstances, however, shall the Company have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan and/or this Agreement or any EDP Deferral Election, including any taxes, penalties or interest imposed under Section 409A of the Code. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any payment or benefit under this Agreement, or any other plan or arrangement of the Company or its affiliates, is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to Employee by reason of Employee’s termination of employment, then (a) such payment or benefit shall be made or provided to Employee only upon a “separation from service” as defined for purposes of any such provision of this Agreement, references to Section 409A under applicable regulations and (b) if Employee is a “resignation,specified employee” “termination,” “termination (within the meaning of employment” Section 409A and as determined by the Company), such payment or like terms benefit shall mean not be made or provided before the date that is six months after the date of Employee’s separation from serviceservice (or Employee’s earlier death). In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of Each payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code will be treated as a separate payment under Section 409A but does not satisfy an exemption from, or of the conditions of, Code Section 409A.Code.

Section 409A Compliance. (a) It is intended the intention of the Company and the Grantee that any the Restricted Stock and related benefits awarded under this Award Agreement satisfy, to the greatest extent possible, the exemptions shall be exempt from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended and its implementing regulations (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), ) and 1.409A-1(b)(9), and this Agreement will shall be construed to the greatest extent possible as interpreted in a manner consistent with those provisionsthis intention. In the event that the Company or the Grantee reasonably determines that the Restricted Stock and/or any related benefits under this Award Agreement may be subject to Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent not so exemptallowed under applicable laws), or take any other commercially reasonable actions necessary or appropriate to cause the Restricted Stock and related benefits awarded under this Award Agreement to (i) be exempt from Section 409A, or (ii) otherwise comply with the requirements of Section 409A. It is the intention of the Company and any definitions hereunder) will the Grantee that the Performance Units and related benefits awarded under this Award Agreement shall comply with Section 409A and shall be construed interpreted in a manner that complies consistent with Section 409A. For purposes of Section 409A (includingthis intent. Notwithstanding anything to the contrary contained herein, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of Grantee’s employment shall not be deemed to have occurred for purposes of making any provision of payments under this Award Agreement providing for related to the payment of any amounts or benefits upon or following a termination of employment Performance Units unless such termination is also gives rise to a “separation Separation from serviceService” (within the meaning of Section 409A and409A, for purposes of any such provision of this Agreement, a “Separation from Service”) and references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation Separation from serviceService. In no the event may Executivethat the Company or the Grantee reasonably determines that the Performance Units and/or any related benefits under this Award Agreement fails to comply with Section 409A, directly the Company and Grantee shall work together to adopt such amendments to this Award Agreement or indirectlyadopt other policies or procedures (including amendments, designate policies and procedures with retroactive effective to the calendar year extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of a payment. Notwithstanding any provision of Section 409A. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Grantee. Grantee shall be solely responsible for the contrarytax consequences with respect to all amounts payable under this Award Agreement, and in no event shall the timing of the Executive’s execution of the Release, directly Company have any responsibility or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and liability if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Award Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code meet any applicable requirements of Section 409A.

Section 409A Compliance. (ai) It is intended that any benefits under this Agreement satisfy, Notwithstanding anything to the greatest extent possiblecontrary herein, the exemptions from following provisions apply to the application of extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment Severance benefits shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also commence until Executive has a “separation from service” within the meaning of Section 409A and, for purposes of any such provision Section 409A. Solely for purposes of determining the timing of payment of amounts owed to Executive as a result of the termination of Executive’s employment with the Company pursuant to Sections 7(b) or 9(a) of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms Executive’s employment shall mean Executive’s “separation from service” (as such term is used for such purposes of Section 409A of the Code) with the Company and any Related Entities. In Executive shall be deemed to have a separation from service on a date only if the Company and Executive reasonably anticipate that (a) no event may Executive, directly further services will be performed for the Company or indirectly, designate any Related Entities after such date or (b) the calendar year level of a payment. Notwithstanding bona fide services Executive will perform for the Company or any provision Related Entities after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than twenty percent (20%) of this Agreement the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding 36-month period (or the full period of services to the contraryCompany and any Related Entities if Executive has then been providing services to the Company or any Related Entities for less than 36 months). For periods during which Executive is on a paid Leave of Absence and has not otherwise terminated employment, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in treated as providing bona fide services at a level equal to the later taxable yearlevel of services that he would have been required to perform to receive the compensation paid with respect to such Leave of Absence. Also, periods during which Executive is on an unpaid Leave of Absence and has not otherwise terminated employment shall be disregarded (including for purposes of determining the 36-month, or shorter period). The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.term “

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment extent delayed commencement of any amounts portion of deferred compensation subject such payments or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and if a payment that is subject such payments shall not be provided prior to execution the earliest of (i) the expiration of the Release could be made in more than one taxable yearsix-month period measured from the date of separation from service, payment (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be made paid in the later taxable yeara lump sum, and any remaining payments due shall be paid as otherwise provided herein. The Company makes no representation or warranty and No interest shall have no liability to the Executive or be due on any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.amounts so deferred.

Section 409A Compliance. (a) It is intended that any benefits under Payments contemplated pursuant to this Agreement satisfy, are intended to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), ) (including the provisions for exceptions and 1.409A-1(b)(9), exemptions from Section 409A) and all provisions of this Agreement will shall be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed interpreted in a manner that complies consistent with the requirements for avoiding taxes and penalties under Section 409A. For If any payment(s) to the Executive under the terms of this Agreement or any plans is determined to constitute a payment of nonqualified deferred compensation for purposes of Section 409A payable on account of a “separation from service” (including, without limitation, for purposes of Treasury Regulations as defined under Section 1.409A-2(b)(2)(iii)409A) that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment(s) shall be delayed until the date that is six months and one day after the date of the Executive’s right separation from service with the Company (or, if sooner, the date of the Executive’s death), if and only to receive the extent necessary to comply with the special rule for certain “specified employees” set forth in Code Section 409A(a)(2)(B)(i). Upon the expiration of the period described in the preceding sentence, all payments and benefits delayed pursuant to this subsection (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum without interest, and any installment remaining payments and benefits due under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment paid or provided in accordance with the normal payment hereunder shall at all times be considered a separate and distinct paymentdates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean “separation from service. In no event may Executive.” Except as otherwise expressly provided herein, directly to the extent any expense reimbursement or indirectlythe provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, designate the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year of a payment. Notwithstanding shall not affect the expenses eligible for reimbursement in any provision of this Agreement other taxable year (except for any life-time or other aggregate limitation applicable to the contrarymedical expenses), in no event shall any expenses be reimbursed after the timing last day of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment following the calendar year in which such expenses are incurred, and in no event shall any right to reimbursement or the provision of any amounts of deferred compensation in-kind benefit be subject to Section 409A, and if a liquidation or exchange for another benefit. Each payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or shall be treated as a “separate payment” within the conditions of, Code meaning of Section 409A.

Section 409A Compliance. (a) It The intent of the parties is intended that any payments and benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder to the maximum extent permitted, this Agreement shall at all times be considered interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding anything herein to the contrary, a separate and distinct payment. A termination of employment shall not be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following in connection with a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean a “separation from service. In no event may Executive.” Further, directly or indirectlyif, designate on the calendar year date of a payment“separation from service” (as defined in Code Section 409A), Employee is a “specified employee” (as defined in Code Section 409A), no amounts that would constitute deferred compensation payable hereunder that are subject to Code Section 409A shall be made until the earliest date on which payment is permissible under 409A(a)(2)(B)(i) (the six (6)-month delay rule for specified employees). This provision shall not apply to any Severance Compensation payments made pursuant to Section 5(b) of this Agreement. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year in which such expenses were incurred by Employee, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding any other provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of any payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement that constitutes “deferred compensation subject to compensation” for purposes of Code Section 409A but does not satisfy an exemption from, or the conditions of, be subject to offset by any other amount unless otherwise permitted by Code Section 409A.409A. * * * * *

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A, and the period during which Executive may sign the Release begins in one calendar year and the first payroll date following the period during which Executive may sign the Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of termination to be a “specified employee” for purposes of employment Section 409A(a)(2)(B)(i), and if any of the payments set forth herein are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be deemed provided prior to have occurred for purposes the earliest of (i) the expiration of the six-month period measured from the date of termination, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be paid in a lump sum, and any provision of this Agreement providing for the payment of remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.so deferred.

Section 409A Compliance. (a) It Notwithstanding any other provision of this Agreement to the contrary, it is intended that any benefits under payment or benefit provided pursuant to or in connection with this Agreement satisfythat is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, to and at such time, including without limitation payment and provision of benefits only in connection with the greatest extent possibleoccurrence of a permissible payment event contained in Section 409A, that complies with the exemptions from the application applicable requirements of Section 409A of the Internal Revenue Code of 1986Code, as amended (“Section 409A”), to avoid the unfavorable tax consequences provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. therein for non-compliance. For purposes of Section 409A (includingthis Agreement, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right all rights to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) and benefits hereunder shall be treated as a right rights to receive a series of separate payments andand benefits to the fullest extent allowed by Section 409A of the Code. If the Executive is a key employee (as defined in Section 416(i) of the Code without regard to Paragraph (5) thereof) and any of the Company’s stock is publicly traded on an established securities market or otherwise, accordinglythen payment of any amount or provision of any benefit under this Agreement which is considered nonqualified deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months and one (1) day after termination of the Executive’s employment or, each installment payment hereunder if earlier, the Executive’s death, to the extent required by Section 409A of the Code (the “409A deferral period”). In the event such payments are otherwise due to be made during the 409A deferral period, the payments which would otherwise have been made in the 409A deferral period shall be accumulated and paid in a lump sum as soon as the 409A deferral period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A deferral period at all times the Executive’s expense, with the Executive having the right to reimbursement from the Company once the 409A deferral period ends, and the balance of the benefits shall be considered a separate and distinct paymentprovided as otherwise scheduled. A For purposes of this Agreement, termination or cessation of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also mean a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period (or, if lesser, Executive’s execution period of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.service).

Section 409A Compliance. (aThe severance benefits provided for in Section 5.2 are intended to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) It is intended that any benefits or a short-term deferral under this Agreement satisfy, Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified deferred compensation” subject to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreement: (i) Any termination of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the triggering payment of any amounts or benefits upon or following a termination of employment unless such termination is also the severance benefit must constitute a “separation from service” within under Section 409A(a)(2)(A)(i) of the meaning Code and Treas. Reg. §1.409A-1(h) before distribution of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “benefits can commence. To the extent that the termination of employment” or like terms shall mean Executive’s employment does not constitute a separation from serviceservice under Section 409A(a)(2)(A)(i) of the Code and Treas. In no event may Executive, directly or indirectly, designate Reg. §1.409A-1(h) (as the calendar year result of a payment. Notwithstanding any provision of this Agreement further services that are reasonably anticipated to be provided by Executive to the contraryCompany at the time his employment terminates hereunder), in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of any payment of any amounts of hereunder that constitutes non-qualified deferred compensation subject to Section 409A409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable hereunder that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and if a payment that is subject (B) the date of his death, but only to execution the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) his death, the Company shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. If the sixty (60) day period in which the Executive must Execute the Release could be made begins in more than one taxable year of the Executive and ends in the later taxable year, payment shall any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A..

Section 409A Compliance. (a) It is intended that This Agreement shall be interpreted to avoid any benefits penalty sanctions under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), ) and 1.409A-1(b)(9), and this Agreement will be construed regulations promulgated thereunder. Notwithstanding anything contained herein to the greatest extent possible as consistent contrary, the Employee shall not be considered to have terminated employment with those provisions, the Employer for purposes of the payments and benefit of Section 1 hereof unless he would be considered to have incurred a “termination of employment” from the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. Employer within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments each payment made under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executivethe Employee, directly or indirectly, designate the calendar year of a payment. Notwithstanding If the Employee is a “specified employee” for purposes of Section 409A of the Code, to the extent required to comply with Section 409A of the Code, any provision of payments required to be made pursuant to this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of which are deferred compensation and subject to Section 409A, and if a payment that is subject to execution 409A of the Release could Code (and do not qualify for an exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of termination. Should this Section 12(f) result in a delay of payments to the Employee, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the “409A Payment Date”), Employer shall begin to make such payments as described in more than one taxable yearthis Section 12(f), payment provided that any amounts that would have been payable earlier but for application of this Section 12(f) shall be made paid in lump-sum on the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Payment Date.

Section 409A Compliance. (a) It The following provisions shall apply if Grantee is intended a U.S. Taxpayer. Notwithstanding the foregoing provisions of this Agreement, no Shares or amounts payable hereunder in connection with a termination of your employment that any benefits under this Agreement satisfy, are subject to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code as deferred compensation (and do not qualify for the “short term deferral” or any other exemption under applicable U.S. Treasury Regulations) and that are payable upon a termination of 1986, as amended your employment (“Section 409ASeparation Payments”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A paid unless the termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also constitutes a “separation from service,” within the meaning of Section 409A andof the Code. In addition, for purposes if you are a “specified employee,” within the meaning of Section 409A of the Code, at the time of a separation from service, any such provision Separation Payments payable in connection with a separation from service shall instead be paid on the first business day following the earlier to occur of (a) the expiration of the six (6)-month period following your separation from service or (b) your death, if necessary to comply with Section 409A of the Code. The Performance Stock Units are intended to be exempt from or compliant with Section 409A of the Code and the U.S. Treasury Regulations relating thereto so as not to subject Grantee to the payment of additional taxes and interest under Section 409A of the Code or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Agreement, references the Plan or both, without the consent of Grantee, in the manner that the Committee may determine to a “resignation,” “termination,” “termination be necessary or advisable in order to comply with Section 409A of employment” the Code or like to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code if compliance is not practical. This Section 15 does not create an obligation on the part of the Company to modify the terms shall mean separation from serviceof this Agreement or the Plan and does not guarantee that the Performance Stock Units or the delivery of Shares upon vesting/settlement of the Performance Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Section 409A of the Code. In no event whatsoever shall Arrow or any of its Subsidiaries or Affiliates be liable to any party for any additional tax, interest or penalties that may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing be imposed on Grantee by Section 409A of the Executive’s execution Code or any damages for failing to comply with Section 409A of the Release, directly Code or indirectly, result in for any action taken by the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Committee.

Section 409A Compliance. (a) It is intended that This Agreement shall be interpreted and performed so as to comply with any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided ) and the regulations and official guidance issued pursuant thereto such as will avoid any inclusion of income by Executive under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and Section 409A of any payment or benefit under this Agreement or under any arrangement required to be aggregated with this Agreement. Terms defined in this Agreement will be construed to have the greatest extent possible as consistent with those provisions, meanings given such terms under Section 409A if and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed required to comply with Section 409A. Any payments that are due within the “short term deferral period” as defined in Section 409A or that are paid in a manner that complies with covered by Treas. Reg. Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise1.409A-1(b)(9)(iii) shall will not be treated as a deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive will have the right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for accelerate or defer the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes delivery of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” payments or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement benefits except to the contraryextent specifically permitted or required by Section 409A. In any event, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation representations or warranty and shall will have no liability to the Executive or any other person person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any compensation provisions of or payments under this Agreement constitutes are determined to constitute deferred compensation subject to Code Section 409A but does not to satisfy an exemption from, or the conditions ofof that section. For purposes of this Agreement, Code a termination of employment with the Company shall mean a “separation from service” as defined in Section 409A.409A. If and to the extent any portion of any payment, compensation or other benefit provided to Executive in connection with Executive’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is at such time a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination Executive hereby agrees to be bound, such portion of the payment, compensation or other benefit will not be paid before the day that is six months plus one day after the date of separation from service (as determined under Section 409A) (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to Executive during the period between the date of separation from service and the New Payment Date will be paid to Executive in a lump sum on the first payroll date after such New Payment Date, and any remaining payments will be paid on their original schedule.

Section 409A Compliance. (a) It is intended that any benefits under the intent of this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”), so that none of the severance and other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9)Section 409A of the Code, and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the interpreted accordingly. The Executive’s right to receive any a series of installment payments under this Agreement (whether severance payments, if any, or otherwise) shall will be treated as a right to receive a series of separate payments andwithin the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii). The foregoing notwithstanding, accordinglythe Company will in no event whatsoever be liable for any additional tax, each installment interest or penalty incurred by the Executive as a result of the failure of any payment hereunder shall at all times be considered a separate and distinct paymentor benefit to satisfy the requirements of Section 409A of the Code. A Notwithstanding any provision to the contrary in this Agreement, (a) no amount of nonqualified deferred compensation subject to Section 409A of the Code that is payable in connection with the termination of the Executive’s employment shall not will be deemed paid to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a Executive unless the termination of the Executive’s employment unless such termination is also constitutes a “separation from service” within the meaning of Section 409A and, 1.409A-1(h) of the Department of Treasury Regulations; (b) if the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any such provision portion of this Agreement, references the termination benefits to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate which the calendar year of a payment. Notwithstanding any provision of Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the contraryCode, in no event shall the timing such portion of the Executive’s execution termination benefits will not be provided to the Executive prior to the earlier of (i) the expiration of the Release, directly or indirectly, result six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Executive designating the calendar year Department of payment of any amounts of deferred compensation subject to Treasury Regulations issued under Section 409A) and (ii) the date of the Executive’s death; provided that upon the earlier of such dates, all payments deferred pursuant to this clause (b) will be paid to the Executive in a lump sum, and if any remaining payments due under this Agreement will be paid as otherwise provided herein; (c) the determination of whether the Executive is a payment that is subject to execution “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Release could Code as of the time of his separation from service will be made by the Company in more accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (d) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A of the Code, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one taxable year, payment shall be made year will not affect the amount eligible for reimbursement in the later taxable any subsequent year. The Company makes no representation or warranty and shall have no liability to amount of any in-kind benefits provided in one year will not affect the Executive or amount of in-kind benefits provided in any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.year.

Section 409A Compliance. (a) It is intended that any benefits All payments under this Agreement satisfy, are intended to the greatest extent possible, the exemptions comply with or be exempt from the application requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as amended (“amended. To the extent permitted under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and the Company reserves the right to modify this Agreement will to conform with any or all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be construed subject to an “additional tax” under Section 409A. To the greatest extent possible that any provision in this Agreement is ambiguous as consistent to its compliance with those provisionsSection 409A, and or to the extent not so exempt, any provision in this Agreement (and any definitions hereunder) will must be construed modified to comply with Section 409A, such provision shall be read in such a manner so that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), no payment due to the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) Executive shall be treated as a right subject to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a an “separation from serviceadditional tax” within the meaning of Section 409A and, 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of 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 calendar 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. Notwithstanding anything contained herein to the contrary, in the Executive shall not be considered to have terminated employment with the Company for purposes of Sections 8.1 and 11.4 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no event whatsoever shall the timing of the Executive’s execution of the ReleaseCompany be liable for any additional tax, directly interest or indirectly, result in penalty that may be imposed on the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code by Section 409A but does not satisfy an exemption from, or the conditions of, Code damages for failing to comply with Section 409A.

Section 409A Compliance. (a) It is intended that any benefits under all compensation payable pursuant to this Agreement satisfyare exempt from or, to the greatest extent possiblealternatively, comply with Section 409A (and any legally binding guidance promulgated under Section 409A, including, without limitation, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Final Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9Regulations), and this Agreement will be construed to interpreted, administered and operated accordingly. In the greatest extent possible as consistent with those provisions, and to the extent not so exempt, event that any provision of this Agreement (is inconsistent with Section 409A or such guidance, then the applicable provisions of Section 409A shall supersede such inconsistent provision. Notwithstanding the foregoing, in no event will any of Company, its parent, its or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of the form of this Agreement to be exempt from or comply with Section 409A and any definitions hereunder) will be construed in a manner none of the foregoing guarantees that the form of this Agreement is exempt from or complies with Code Section 409A. For all purposes of under Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under pursuant to this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment , and any payments to be made in installments shall not be deemed to have occurred for purposes be a series of any provision of separate payments. Whenever a payment under this Agreement providing for specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of any amounts or benefits upon or following a Company. A “termination of employment unless such termination is also employment” under this Agreement shall mean a “separation from service” within the meaning of under Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. 409A. Notwithstanding any provision provisions of this the Agreement to the contrary, to the extent the that Section 409A would cause an adverse tax consequence to the Participant, a Change in no event Control shall not be deemed to occur for purposes of this Agreement unless the timing Change in Control meets the definition ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Executive’s execution Assets of the Releasea Corporation” under Treasury Department Regulation 1.409A-3(i)(5), directly as revised from time to time in either subsequent regulations or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.guidance.

Section 409A Compliance. (a) It This Agreement is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of 1986this Agreement, as amended (“Section 409A”), payments provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will may only be construed to the greatest extent possible as consistent with those provisions, made upon an event and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any each installment payments payment provided under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Any payments to be made under this Agreement upon a termination of employment shall not only be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits made upon or following a termination of employment unless such termination is also a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A andand you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), for purposes then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination (the “Specified Employee Payment Date”). The aggregate of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate payments that would otherwise have been paid before the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment Specified Employee Payment Date shall be made paid to you in a lump sum on the later taxable year. The Company makes no representation or warranty Specified Employee Payment Date and thereafter, any remaining payments shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.be paid without delay in accordance with their original schedule.

Section 409A Compliance. (a) It is intended that any benefits under the intent of this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”), so that none of the severance and other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9)Section 409A of the Code, and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the interpreted accordingly. The Executive’s right to receive any a series of installment payments under this Agreement (whether severance payments, if any, or otherwise) shall will be treated as a right to receive a series of separate payments andwithin the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii). The foregoing notwithstanding, accordinglythe Company will in no event whatsoever be liable for any additional tax, each installment interest or penalty incurred by the Executive as a result of the failure of any payment hereunder shall at all times be considered a separate and distinct paymentor benefit to satisfy the requirements of Section 409A of the Code. A Notwithstanding any provision to the contrary in this Agreement, (a) no amount of nonqualified deferred compensation subject to Section 409A of the Code that is payable in connection with the termination of the Executive’s employment shall not will be deemed paid to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a Executive unless the termination of the Executive’s employment unless such termination is also constitutes a “separation from service” within the meaning of Section 409A and, for purposes 1.409A-1(h) of any such provision the Department of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate Treasury Regulations; (b) if the calendar year of a payment. Notwithstanding any provision of this Agreement to Executive is deemed at the contrary, in no event shall the timing time of the Executive’s execution separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the ReleaseCode, directly or indirectlyto the extent that delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, result such portion of the Executive’s termination benefits will not be provided to the Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Executive designating the calendar year Department of payment of any amounts of deferred compensation subject to Treasury Regulations issued under Section 409A) and (ii) the date of the Executive’s death; provided that upon the earlier of such dates, all payments deferred pursuant to this clause (b) will be paid to the Executive in a lump sum, and if any remaining payments due under this Agreement will be paid as otherwise provided herein; (c) the determination of whether the Executive is a payment that is subject to execution “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Release could Code as of the time of the Executive’s separation from service will be made by the Company in more accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (d) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A of the Code, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one taxable year, payment shall be made year will not affect the amount eligible for reimbursement in the later taxable any subsequent year. The Company makes no representation or warranty and shall have no liability to amount of any in-kind benefits provided in one year will not affect the Executive or amount of in-kind benefits provided in any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.year.

Section 409A Compliance. (a) It is intended that any The payments and benefits under provided for in Section II of this Agreement satisfyconstitute an involuntary separation plan pursuant to Treas. Reg. § 1.409A-1(n), and thus is not “non-qualified deferred compensation” subject to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to Code. To the extent not so exempt, this Agreement (and that any definitions hereunder) will be construed of the payments or benefits provided for in a manner that complies with Section 409A. For purposes of II are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A (includingof the Code, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii))however, the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A following interpretations apply: Any termination of your employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the triggering payment of any amounts or benefits upon or following a termination of employment unless such termination is also under Section II must constitute a “separation from service” within under Section 409A(a)(2) (A)(i) of the meaning Code and Treasury Regulation § 1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation § 1.409A-1 (h) (as the result of further services that are reasonably anticipated to be provided by you to the Company or any of its parents, subsidiaries or affiliates at the time your employment terminates), any benefits payable under Section II that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation § 1.409A-1(h). For purposes of clarification, this Section shall not cause any forfeiture of benefits on your part, but shall only act as a delay until such time as a “separation from service” occurs. Further, if you are a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date a separation from service becomes effective, any benefits payable under Section II that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (i) the business day following the six-month anniversary of the date your separation from service becomes effective, and (ii) the date of your death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (i) the business day following the six-month anniversary of the date your separation from service becomes effective, and (ii) your death, the Company shall pay you (or your estate) in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid you prior to that date under Section II of this Agreement. It is intended that each installment of the payments and benefits provided under Section II of this Agreement shall be treated as a separate “payment” for purposes of Section 409A and, for purposes of the Code. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” payments or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement benefits except to the contrary, in no event shall the timing extent specifically permitted or required by Section 409A of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Code.

Section 409A Compliance. To the extent the salary continuation pay paid pursuant to Section 3(c) or (d) are paid from the date of Executive’s termination of employment through March 15 of the calendar year following such termination, such severance benefits are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; (b) are paid following said March 15, such severance benefits are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary separation from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, and (c) are in excess of the amounts specified in clauses (a) It is intended that any benefits and (b) of this paragraph, shall (unless otherwise exempt under this Agreement satisfy, Treasury Regulations) be considered separate payments subject to the greatest extent possible, the exemptions from the application distribution requirements of Section 409A 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes the requirement of Treasury Regulations Section 1.409A-2(b)(2)(iii)), 409A(a)(2)(B)(i) of the Code that payments or benefits be delayed until six (6) months after Executive’s right to receive any installment payments under this Agreement separation from service (whether severance paymentsor death, if any, or otherwiseearlier) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination if Executive is also a “separation from servicespecified employee” within the meaning of Section 409A and, for purposes the aforesaid section of any the Code at the time of such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no the event may that a six (6) month delay of any such separation payments or benefits is required, on the first regularly scheduled pay date following the conclusion of the delay period, Executive shall receive a lump sum payment or benefit in an amount equal to the separation payments and benefits that were so delayed, and any remaining separation payments or benefits shall be paid on the same basis and at the same time as otherwise specified pursuant to this Agreement (subject to applicable tax withholdings and deductions). If the continued benefits under Section 3(c) or (d) (or reimbursements for the cost of such benefits, as applicable) are taxable to Executive or otherwise result in income imputed to Executive, directly or indirectlythen if Executive is a “specified employee”, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing extent necessary to avoid a violation of Section 409A of the Code, Executive shall pay for such benefits for the first six months following Executive’s execution separation from service and shall be reimbursed for such payments on the first day of the Releaseseventh month following such separation from service (or death, directly if earlier). The term "termination of employment” as it appears in Section 3 shall be interpreted consistent with the term "separation from service" within the meaning of section Treasury Regulation §1.409A-1(h) to the extent strictly necessary to either qualify the arrangement as an involuntary separation arrangement that is exempt from section 409A of the Code, or indirectly, result in the Executive designating the calendar year establish a time of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution complies with section 409A of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Code.

Section 409A Compliance. (a) It 9.13.1 This Agreement is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this or an exemption thereunder. This Agreement will shall be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed administered in a manner that complies accordance with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), To the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of extent that any provision of this Agreement providing for is ambiguous as to its compliance with Section 409A, the payment of any amounts or benefits upon or following provision shall be read in such a termination of employment unless such termination is also a “separation from service” within the meaning of manner so that all payments hereunder comply with Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and, for purposes of any such provision of this Agreement, references and all related rules and regulations in order to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate preserve the calendar year of a paymentpayments and benefits provided hereunder without additional cost to either party. Notwithstanding any other provision of this Agreement to the contrary, payments provided under this Agreement shall be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service (including a voluntary separation from service for good reason that is considered an involuntary separation for purposes of the separation pay exception under Treasury Regulation 1.409A-1(n)(2)) or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation” subject to Section 409A (e.g., payments and benefits that do not qualify as a short-term deferral or as a separation pay exception) to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the timing Company be liable for all or any portion of the Executive’s execution of the Releaseany taxes, directly penalties, interest, or indirectly, result in other expenses that may be incurred by the Executive designating the calendar year on account of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code non-compliance with Section 409A.

Section 409A Compliance. (a) It To the extent applicable, it is intended that any benefits under this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application provisions of Section 409A of the Internal Revenue Code of 1986, as amended and the guidance promulgated thereunder (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4). This Agreement shall be administered in a manner consistent with this intent, and 1.409A-1(b)(9), any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and this Agreement will effect until amended by the parties to comply with Section 409A (which amendment may be construed to the greatest extent possible as consistent with those provisions, and retroactive to the extent not so exemptpermitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (and any definitions hereunderi.e., 2½ months) will be construed after the later of the end of the calendar year or the Company’s fiscal year in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the which Executive’s right to receive such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any installment severance payments provided for under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series separate payment for purposes of separate application of Section 409A. To the extent that any severance payments andcome within the definition of “short term deferrals” or “involuntary severance” under Section 409A, accordinglysuch amounts shall be excluded from “deferred compensation” as allowed under Section 409A, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed subject to have occurred for purposes the following Section 409A compliance requirements. All payments of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from servicenonqualified deferred compensation” (within the meaning of Section 409A and409A) are intended to comply with the requirements of Section 409A, for purposes of and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such provision deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of this Agreement, references payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “resignation,key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “termination,nonqualified deferred compensation” “payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment” , or like terms (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall mean separation from servicebe paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. In All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no event may Executive, directly or indirectly, designate later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of a paymentsaid period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding any provision of this Agreement anything herein to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could amendment may be made in more than one taxable year, payment shall be made in to this Agreement if it would cause the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive Agreement or any other person if any compensation under this Agreement constitutes deferred compensation subject payment hereunder not to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code be in compliance with Section 409A.

Section 409A Compliance. (a) It This Agreement is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of 1986this Agreement, as amended (“Section 409A”), payments provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will may only be construed to the greatest extent possible as consistent with those provisions, made upon an event and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any each installment payments payment provided under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Any payments to be made under this Agreement upon a termination of employment shall not only be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits made upon or following a termination of employment unless such termination is also a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A andand you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), for purposes then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination (the “Specified Employee Payment Date”). The aggregate of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate payments that would otherwise have been paid before the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment Specified Employee Payment Date shall be made paid to you in a lump sum on the later taxable yearSpecified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. The Company makes no representation or warranty and shall have no liability to (Signatures appear on the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.following page)

Section 409A Compliance. (a) It is intended that any benefits under all compensation payable pursuant to this Agreement satisfyare exempt from or, to the greatest extent possiblealternatively, the exemptions from the application of comply with Section 409A of the Internal Revenue Code (and any legally binding guidance promulgated under Section 409A of 1986the Code, as amended including, without limitation, the Final Treasury Regulations) (“"Code Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9"), and this Agreement will be construed to interpreted, administered and operated accordingly. In the greatest extent possible as consistent with those provisions, and to the extent not so exempt, event that any provision of this Agreement (is inconsistent with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision. Notwithstanding the foregoing, in no event will any of Company, its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of the form of this Agreement to be exempt from or comply with Code Section 409A and any definitions hereunder) will be construed in a manner none of the foregoing guarantees that the form of this Agreement is exempt from or complies with Code Section 409A. For all purposes of under Code Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under pursuant to this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment, and any payments to be made in installments shall be deemed to be a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of Company. A termination of employment shall not be deemed to have occurred for purposes of any provision of under this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also shall mean a “separation from service” within the meaning of under Code Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. 409A. Notwithstanding any provision provisions of this the Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to extent the that Code Section 409A but does would cause an adverse tax consequence to the Participant, a Change in Control shall not satisfy an exemption frombe deemed to occur for purposes of this Agreement unless the Change in Control meets the definition ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Regulation 1.409A-3(i)(5), as revised from time to time in either subsequent regulations or the conditions of, Code Section 409A.other guidance.

Section 409A Compliance. (a) It This Agreement is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of 1986this Agreement, as amended (“Section 409A”), payments provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will may only be construed to the greatest extent possible as consistent with those provisions, made upon an event and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any each installment payments payment provided under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Any payments to be made under this Agreement upon a termination of employment shall not only be deemed to have occurred made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for purposes all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement providing for the Agreement, if any payment of any amounts or benefits upon or following a benefit provided to you in connection with your termination of employment unless such termination is also a “separation from service” determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A andand you are determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), for purposes then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination (the "Specified Employee Payment Date"). The aggregate of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate payments that would otherwise have been paid before the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment Specified Employee Payment Date shall be made paid to you in a lump sum on the later taxable year. The Company makes no representation or warranty Specified Employee Payment Date and thereafter, any remaining payments shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.be paid without delay in accordance with their original schedule.

Section 409A Compliance. (a) It This Agreement is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of 1986this Agreement, as amended (“Section 409A”), payments provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will may only be construed to the greatest extent possible as consistent with those provisions, made upon an event and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any each installment payments payment provided under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Any payments to be made under this Agreement upon a termination of employment shall not only be deemed to have occurred made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for purposes all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement providing for the Agreement, if any payment of any amounts or benefits upon or following a benefit provided to you in connection with your termination of employment unless such termination is also a “separation from service” determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A andand you are determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), for purposes then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination (the "Specified Employee Payment Date"). The aggregate of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate payments that would otherwise have been paid before the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment Specified Employee Payment Date shall be made paid to you in a lump sum on the later taxable yearSpecified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. The Company makes no representation or warranty and shall have no liability to (Signatures appear on the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.following page)

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment Severance benefits shall not be deemed to have occurred for purposes of any provision of this Agreement providing for commence until the payment of any amounts or benefits upon or following a termination of employment unless such termination is also Executive has a “separation from service” within the meaning of (as defined under Treasury Regulation Section 409A and1.409A-1(h), for purposes of without regard to any such provision of this Agreementalternative definition thereunder, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment”). Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, in no event shall if Executive is deemed by the timing Company at the time of termination to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the Executive’s execution of payments set forth herein are deemed to be “deferred compensation,” then to the Release, directly or indirectly, result in the Executive designating the calendar year of payment extent delayed commencement of any amounts portion of deferred compensation subject such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and if a payment that is subject such payments shall not be provided prior to execution the earliest of (i) the expiration of the Release could six-month period measured from the date of termination, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be paid in a lump sum, and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. Finally, if the period during which Executive may consider and sign a release in connection with the receipt of severance benefits spans two calendar years, the payment of severance will not be made in more than one taxable year, payment shall be made in or begin until the later taxable calendar year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A..

Section 409A Compliance. (a) It is intended This Agreement may not be amended in any way that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application results in a violation of Section section 409A of the Internal Revenue Code of 1986or any regulatory or other guidance issued by the Internal Revenue Service thereunder. In particular, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and except to the extent not so exemptpermitted by regulatory or other guidance issued by the Internal Revenue Service under section 409A(a)(3) of the Internal Revenue Code, no amendment of this Agreement shall in any way (and including a change in form of distribution) result in acceleration of the timing or amount of any definitions hereunderpayment (or any portion thereof) will be construed in a manner of deferred compensation that complies with Section 409A. For purposes is due under this Agreement. An amendment that permits acceleration for any one or more of Section 409A the reasons that constitute exceptions to the prohibition on acceleration of payments, pursuant to Treas. Regs. § 1.409A-3(j) (includingas presently written or as hereafter amended, without limitationfinalized, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)replaced or supplemented), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision be in violation of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment9.14. Notwithstanding any provision of this Agreement to the contrary, if at the time of any Earned Bonus Date, as defined in no event shall Section 8.1 of this Agreement, Employee is regarded as a “specified employee” within the timing meaning of section 409A(a)(2)(B) of the Executive’s execution Code and the regulations promulgated thereunder, he may not receive any payment(s) of “deferred compensation” upon any “separation from service” as determined by SBG in accordance with section 409A(a)(2)(A)(i) of the ReleaseInternal Revenue Code and the regulations promulgated thereunder, directly unless such payment(s) are made on or indirectly, result in after the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment date that is subject six months after the date of such separation from service (or if earlier, the date of death of such specified employee.) Instead, any such payments to execution which such specified employee would otherwise be entitled during the first six (6) months following such separation from service shall be accumulated and paid on the first day of the Release could be made in more than one taxable year, payment shall be made in seventh month following the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.date of separation from service.

Section 409A Compliance. (a) It is intended that any benefits All payments under this Agreement satisfy, are intended to the greatest extent possible, the exemptions comply with or be exempt from the application requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as amended (“amended. To the extent permitted under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and the Company reserves the right to modify this Agreement will to conform with any or all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be construed subject to an “additional tax” under Section 409A. To the greatest extent possible that any provision in this Agreement is ambiguous as consistent to its compliance with those provisionsSection 409A, and or to the extent not so exempt, any provision in this Agreement (and any definitions hereunder) will must be construed modified to comply with Section 409A, such provision shall be read in such a manner so that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), no payment due to the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) Executive shall be treated as a right subject to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a an “separation from serviceadditional tax” within the meaning of Section 409A and, 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of 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 calendar 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. Notwithstanding anything contained herein to the contrary, in the Executive shall not be considered to have terminated employment with the Company for purposes of Sections 8.1 and 11.2 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no event whatsoever shall the timing of the Executive’s execution of the ReleaseCompany be liable for any additional tax, directly interest or indirectly, result in penalty that may be imposed on the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code by Section 409A but does not satisfy an exemption from, or the conditions of, Code damages for failing to comply with Section 409A.

Section 409A Compliance. (a) It is intended that Unless otherwise expressly provided, any benefits under payment of compensation by the Employer to the Executive, whether pursuant to this Agreement satisfyor otherwise, to shall be made no later than the greatest extent possible, the exemptions from the application of Section 409A fifteenth (15th) day of the Internal Revenue Code third (3rd) month (i.e., 2½ months) after the later of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to end of the extent not so exempt, this Agreement (and any definitions hereunder) will be construed calendar year or the Employer’s fiscal year in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), which the Executive’s right to receive such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Section 409A). Each payment and each installment of any installment bonus or severance payments provided for under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision application of this Agreement providing for Section 409A. To the payment of extent any amounts or benefits upon or following a termination of employment unless such termination is also a payable by the Employer to the Executive constitute “separation from servicenonqualified deferred compensation” (within the meaning of Section 409A and, for purposes 409A) such payments are intended to comply with the requirements of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. In the event that the Executive is determined to be a payment that is subject to execution “key employee” (as defined and determined under Section 409A) of the Release could Employer at a time when its stock is deemed to be made in more than one taxable yearpublicly traded on an established securities market, payment payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (a) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (b) the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Employer program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later taxable yearthan the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Employer to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Company makes no representation Executive shall be responsible for the payment of all taxes applicable to payments or warranty benefits received from the Employer. It is the intent of the Employer that the provisions of this Agreement and all other plans and programs sponsored by the Employer be interpreted to comply in all respects with Section 409A; however, the Employer shall have no liability to the Executive, or any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable to any payment or benefit received by the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, successor or the conditions of, Code Section 409A.beneficiary thereof.

Section 409A Compliance. (a) It is This Letter Agreement and all payments and benefits provided hereunder are intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions be exempt from the application of or otherwise comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”) (including the exceptions thereto), provided under Treasury Regulations Sections 1.409A-1(b)(4)to the extent applicable, and 1.409A-1(b)(9), and the provisions of this Letter Agreement will be administered, interpreted and construed to accordingly. The Release shall be executed such that it becomes effective, with all revocation periods having expired unexercised, within 60 days following the greatest extent possible as consistent with those provisionsExecutive’s termination of employment. If such 60-day period ends in a calendar year after the calendar year in which the Executive’s employment terminates, and then, but only to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of required by Section 409A (includingof the Code to avoid taxes and/or interest thereunder, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), any payments and benefits that would have been made during the calendar year in which Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) employment terminates instead shall be treated withheld and paid on the first business day in the calendar year after the calendar year in which Executive’s employment terminates, with all remaining payments to be made according to the schedule set forth herein, as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentif no such delay had occurred. A If Executive’s termination of employment shall hereunder does not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also constitute a “separation from service” within the meaning of Section 409A andof the Code, for purposes then any amounts payable hereunder on account of any such provision a termination of this Agreement, references the Executive’s employment and which are subject to Section 409A of the Code shall not be paid until the Executive has experienced a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate ” within the calendar year meaning of a paymentSection 409A of the Code. Notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s termination (i) Executive is a “specified employee” within the meaning of Section 409A of the Code, and (ii) a payment or benefit provided for in no event shall this Agreement would be subject to additional tax under Section 409A of the timing of Code if such payment or benefit is paid within six (6) months after the Executive’s execution “separation from service,” then CES will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the earlier of (A) the first regular payroll date of the Releaseseventh month following the Executive’s separation from service or (B) the 10th business day following Executive’s death, directly or indirectlytogether with interest for the period of such delay, result compounded annually at a rate equal to the prime rate (as published in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution Wall Street Journal) in effect as of the Release could be made dates the payments or benefits would otherwise have been provided. If any provision contained in more than one taxable yearthe Letter Agreement conflicts with the requirements of Section 409A of the Code, payment the Letter Agreement shall be made in deemed to be reformed so as to comply with the later taxable yearrequirements of Section 409A of the Code (or the applicable exemptions thereto). The Company makes no representation or warranty and shall have no liability Notwithstanding anything to the Executive contrary herein, each payment or any other person if any compensation under benefit provided pursuant to this Letter Agreement constitutes deferred compensation subject or the Existing Agreement shall be deemed to Code be a separate payment for purposes of Section 409A but does not satisfy an exemption from, or of the conditions of, Code Section 409A.Code.

Section 409A Compliance. (a) It is intended that any benefits under To the extent applicable, this Agreement satisfy, to the greatest extent possible, the exemptions from the application of shall be interpreted in accordance with Section 409A of the Internal internal Revenue Code of 1986, as amended (“Section 409A”), and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof (“409A Guidance”). Notwithstanding any provision of the Agreement to the contrary, (i) if, at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in 409A Guidance and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under 409A Guidance, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six months following the Executive’s termination of employment with the Company (or the earliest date as is permitted under Treasury Regulations Sections 1.409A-1(b)(4Section 409A), and 1.409A-1(b)(9)(ii) if any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, the Company may (a) adopt such amendments to the Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Agreement and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of 409A Guidance; provided, however, that the Company shall consult with the Executive in good faith regarding the implementation of this Section 9, and this Agreement will in no event shall the benefits to which Executive is entitled be construed to reduced and the greatest extent possible as consistent with those provisionsperiod of deferment shall not exceed 6 months, and (iii) to the extent not so exempt, this Agreement (and that the payment of any definitions hereunder) will be construed in a manner that complies with amount under Section 409A. For 5.1.1 constitutes “nonqualified deferred compensation” for purposes of Section 409A 409A, any such payment scheduled to occur during the first sixty (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), 60) days following the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references amount that was otherwise scheduled to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.paid prior thereto.

Section 409A Compliance. (a) It is intended the intention of both the Company and the Executive that any the benefits under and rights to which the Executive could be entitled pursuant to this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exemptthat the requirements of Section 409A are applicable thereto, and the provisions of this Agreement (and any definitions hereunder) will shall be construed in a manner consistent with that complies intention. If the Executive or the Company believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, he, she or it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A. For purposes of Section 409A (includingwith the most limited possible economic effect on the Executive and on the Company). If and to the extent required to comply with Section 409A, without limitation, for purposes no payment or benefit required to be paid under this Agreement on account of Treasury Regulations Section 1.409A-2(b)(2)(iii)), termination of the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) employment shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate made unless and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for until the payment of any amounts or benefits upon or following a termination of employment unless such termination is also Executive incurs a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. 409A. Notwithstanding any provision of anything in this Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, no transaction or series of transactions shall constitute a Change of Control unless such transaction or series of transactions is a permissible payment event for purposes of Treasury Regulation Section 1.409A-3(a)(5) of the Code. If the Executive is a “specified employee” (as reasonably determined by the Company in accordance with Section 409A), then no event shall the timing payment or benefit that is payable on account of the Executive’s execution “separation from service”, as that term is defined for purposes of Section 409A, shall be made before the date that is six months after the Executive’s “separation from service” (or, if earlier, the date of the ReleaseExecutive’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. For purposes of applying the provisions of Section 409A to this Agreement, directly or indirectly, result in each separately identified amount to which the Executive designating is entitled under this Agreement shall be treated as a separate payment. In addition, to the calendar extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Any reimbursements by the Company to the Executive of any eligible expenses under this Agreement that are not excludable from the Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be made by no later than the last day of the taxable year of payment the Executive following the year in which the expense was incurred. The amount of any amounts Taxable Reimbursements, and the value of deferred compensation any in-kind benefits to be provided to the Executive, during any taxable year of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive. The right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary, the Company does not make any representation to the Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and if a payment that is subject to execution of neither the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and nor any Related Entity shall have no any liability or other obligation to indemnify or hold harmless the Executive or any other person if beneficiary of the Executive for any compensation under tax, additional tax, interest or penalties that the Executive or any beneficiary of the Executive may incur in the event that any provision of this Agreement constitutes deferred compensation subject or any other action taken with respect thereto is deemed to Code Section 409A but does not satisfy an exemption from, or violate any of the conditions of, Code requirements of Section 409A.

Section 409A Compliance. (a) It is intended that any benefits under the Agreement and this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Amendment will comply with Section 409A of the Internal Revenue Code of 1986(and any regulations and guidelines issued thereunder) to the extent the Agreement is subject thereto, as amended (“and the Agreement will be interpreted on a basis consistent with such intent. If any additional amendments to the Agreement are necessary for the Agreement to comply with Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4)the parties will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 5, will subject the Company to any claim, liability, or expense, and 1.409A-1(b)(9)the Company will not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Section 409A of the Code. For all purposes under this Agreement, reference to the Employee’s “Termination of Employment” (and this Agreement corollary terms) with the Company will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references refer to a “resignation,Separation from Service” “termination,” “termination of employment” or like terms shall mean separation from service(as determined under Treas. In no event may ExecutiveReg. Section 1.409A-1(h), directly or indirectly, designate as uniformly applied by the calendar year of a paymentCompany) with the Company. Notwithstanding With regard to any provision herein that provides for reimbursement of this Agreement costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code: (i) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit; (ii) the contraryamount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one other taxable year, payment shall provided that the foregoing clause; (ii) will not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments will be made on or before the last day of the Employee’s taxable year following the taxable year in which the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.expense was incurred.

Section 409A Compliance. Notwithstanding anything herein to the contrary: (ai) It no termination or other similar payments and benefits hereunder shall be payable unless the Executive’s termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if the Executive is intended deemed at the time of the Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which the Executive may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and benefits shall not be provided to the Executive prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (y) the date of the Executive’s death; provided that upon the earlier of such dates, all payments and benefits deferred pursuant to this Section 9(b)(ii) shall be paid in a lump sum to the Executive, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive’s separation from service shall be made by the Company in accordance with the terms of Section 409A (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) to the extent that any benefits Installment Payments under this Agreement satisfy, are deemed to constitute “nonqualified deferred compensation” within the greatest extent possible, the exemptions from the application meaning of Section 409A of the Internal Revenue Code of 1986409A, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For for purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Section

Section 409A Compliance. (a) It is intended that Unless otherwise expressly provided, any benefits under payment of compensation by Company to Executive, whether pursuant to this Agreement satisfyor otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to the greatest extent possiblesuch payment vests (i.e., the exemptions from the application is not subject to a “substantial risk of forfeiture”) for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. . For purposes of this Agreement, termination of employment shall be deemed to occur only upon “separation from service” as such term is defined under Section 409A (including, without limitation, 409A. Each payment and each installment of any severance payments provided for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision application of this Agreement providing for Section 409A. To the payment of extent any amounts or benefits upon or following a termination of employment unless such termination is also a payable by the Company to Executive constitute “separation from servicenonqualified deferred compensation” (within the meaning of Section 409A and409A) such payments are intended to comply with the requirements of Section 409A, for purposes of and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such provision deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A, including a six (6) month delay of this Agreementtermination payments made to specified employees of a public company, references to the extent then applicable. Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of a “resignation,” “termination,” “waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment” ) occurs shall commence payment only in such following calendar year as necessary to comply with Section 409A. All expense reimbursement or like terms in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall mean separation from service. In be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no event may Executive, directly or indirectly, designate later than the end of the calendar year following the year in which Executive incurs such expenses, and Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of a paymentsaid period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding any provision of this Agreement anything herein to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could amendment may be made in more than one taxable year, payment shall be made in to this Agreement if it would cause the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive Agreement or any other person if any compensation under this Agreement constitutes deferred compensation subject payment hereunder not to Code Section 409A but does not satisfy an exemption from, or the conditions of, be in compliance with Code Section 409A.

Section 409A Compliance. (a) It To the extent applicable, it is intended that any benefits under the Plan and this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Code of 1986, as amended Service (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and . Any provision of the Plan or this Agreement will that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be construed to the greatest extent possible as consistent with those provisions, and retroactive to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with permitted by Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any provision of this Agreement providing for the payment Plan to the contrary, if the Grantee is a “specified employee” (as defined in Section 1.409A-1(i) of any amounts or benefits upon or following a termination the Treasury Department Regulations) at the time of employment unless such termination is also a the Grantee’s “separation from service” within (as defined in Section 1.409A-1(h) of the meaning Treasury Department Regulations and including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and payments to the Grantee hereunder are not exempt from Section 409A andas a short-term deferral or otherwise, for purposes these payments, to the extent otherwise payable within six (6) months after the Grantee’s separation from service shall be delayed until the earlier of any such provision the date which is six (6) months after the date of this Agreement, references the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to a “resignation,” “termination,” “termination of employment” or like terms shall mean be paid during the six (6) month period following the Grantee’s separation from service. In no event may Executive, directly but which were delayed pursuant to this Section 13(h), shall be paid without interest on, or indirectlyas soon as administratively practicable after, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to first day following the contrary, in no event shall the timing six (6) month anniversary of the ExecutiveGrantee’s execution separation from service (or, if earlier, the date of the Release, directly or indirectly, result Grantee’s death). Any payments that were originally scheduled to be paid following the six (6) months after the Grantee’s separation from service shall continue to be paid in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.accordance with their predetermined schedule.

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the any exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), including those provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A 1(b)(4) and 1.409A-1(b)(91.409A 1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisionstherewith, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment extent delayed commencement of any amounts portion of deferred compensation subject such payments or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided prior to the earliest of (i) the expiration of the six-month period measured from the date of separation from service, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be paid in a lump sum, and if a payment that is any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. To the extent any payments are subject to execution a release and the release revocation period spans two calendar years, amounts will be paid (or will commence to be paid) in the second of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability two years to the Executive or any other person if any compensation extent required to avoid adverse taxation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.

Section 409A Compliance. (a) It This Agreement is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code of 1986, as amended amended, or any successor provision of law (the “Section 409ACode”)) and, provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent it would not so exemptresult in the imposition of taxes or penalties pursuant to Section 409A, the Employer agrees to interpret, apply and administer this Agreement (in the least restrictive manner necessary to comply with such requirements and without resulting in any definitions hereunderdiminution in the value of payments or benefits to Executive. For purposes of this Agreement, any reference to “termination” of Executive’s employment shall be interpreted consistent with the meaning of the term “separation from service” in Section 409A(a)(2)(A)(i) will of the Code and no portion of any severance payment which is classified as “nonqualified deferred compensation” for purposes of Section 409A and is otherwise payable in connection with “separation from service” shall be construed in paid to Executive prior to the date he incurs a manner that complies with separation from service under Section 409A. 409A(a)(2)(A)(i) of the Code. For purposes of Section 409A of the Code and the regulations and other guidance thereunder (including, including and without limitation, for purposes of limitation Treasury Regulations Section 1.409A-2(b)(2)(iii1.409A - 2(b)(2)(iii)), the Executive’s right to receive any all installment payments made under this Agreement (whether severance payments, if any, payments or otherwise) shall will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall under this Agreement will at all times be considered a separate and distinct payment. A If Executive is a “specified employee” for purposes of Section 409A of the Code, to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to this Agreement which are deferred compensation and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of Executive’s termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for with the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within Employer. Should the meaning applicability of Section 409A andresult in a delay of payments to Executive, for purposes of on the first day any such provision of payments may be made without incurring a penalty pursuant to Section 409A (the “409A Payment Date”), the Employer shall begin to make such payments as described in this Agreement, references provided that any amounts that would have been payable earlier but for application of this Section 20 shall be paid in lump sum on the 409A Payment Date. To the extent any amount payable to Executive is subject to his entering into a “resignation,” “termination,” “termination release of employment” claims with the Employer and any such amount is a deferral of compensation under Section 409A and which amount could be payable in either of two taxable years, and the timing of such payment is not subject to terms and conditions under another plan, program or like terms agreement of the Employer that otherwise satisfies Section 409A, such payments shall mean separation from service. In no event may Executivebe made or commence, directly as applicable, on January 15 (or indirectly, designate any later date that is not earlier than 8 days after the calendar date that the release becomes irrevocable) of such later taxable year of a paymentand shall include all payments that otherwise would have been made before such date. Notwithstanding any provision of this Agreement anything herein to the contrary, in no event shall the timing of Employer be liable to Executive for or with respect to any taxes and, if the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of Employer properly and timely reports any amounts of deferred compensation subject to taxes owed under Section 409A, and if a payment that is subject penalties or interest which may be imposed upon Executive pursuant to execution Section 409A. IN WITNESS WHEREOF, the Parties hereto have executed this Employment Agreement of the Release could be made in more than one taxable year, payment shall be made in date first written above. EMPLOYER: BY: EXECUTIVE: Xxxxxx Xxx XxXxxx Exhibit A SERIES C PROFITS INTERESTS AWARD AGREEMENT [Page numbers for the later taxable yearattached copy of the Series C Profits Interests Award Agreement have been omitted. The Company makes no representation or warranty next numbered page to this Employment Agreement is the first page of Exhibit B.] 17 Executive’s Initials EXECUTION SERIES C PROFITS INTERESTS AWARD AGREEMENT THIS SERIES C PROFITS INTERESTS AWARD AGREEMENT (this “Agreement”), dated as of July 12, 2017, by and shall have no between Allied Power Holdings, LLC, a Delaware limited liability to company (the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from“Company”), or and the conditions of, Code Section 409A.participant named on the signature page hereto (“Participant”).

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfyNotwithstanding anything to the contrary herein, to the greatest extent possible, the exemptions from the application (i) any payments of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment benefits hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of constitute nonqualified deferred compensation subject to Section 409A, and if (ii) Executive is a payment that “specified employee” (as such term is subject to execution defined in the Treasury Regulations under Section 409), then such payments or benefits shall not be made or commence until the earlier of (i) the expiration of the Release could be six (6)-month period measured from the date of Executive’s separation from service, or (ii) the date of Executive’s death. Upon the expiration of the applicable period, any such payments or benefits which would have otherwise been made in more than one taxable year, payment during that period shall be made or provided. Notwithstanding anything to the contrary herein, (A) the Corporation shall be permitted to accelerate any payment under this Employment Agreement by the Corporation to the federal government for any benefits payable under the Employment Agreement to make payments on behalf of Executive of federal employment taxes under Code Sections 3101, 3121(a) or 3121(v)(2), or to comply with any federal tax withholding provisions or corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of federal employment taxes, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided, however, that the total payment under this acceleration provision may not exceed the aggregate of the applicable FICA amount, and the income tax withholding related to such FICA amount, and (B) the Corporation may permit acceleration of the payment of any benefits upon a good faith, reasonable determination by the Corporation, upon advice of counsel, that the Employment Agreement or any arrangement hereunder fails to meet the requirements of Section 409A and the regulations hereunder; provided, however that such payments may not exceed the amount required to be included in income as a result of any such failure; or (C) any acceleration permitted under Treas. Reg. § 1.409A-3(j)(4) may be made with respect to any payment under the Employment Agreement in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Corporation’s discretion.

Section 409A Compliance. (a) It is This Agreement and any payments or benefits provided hereunder shall be interpreted, operated and administered in a manner intended that any benefits to avoid the imposition of additional taxes under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”). Further, the Company and Executive hereto acknowledge and agree that the form and timing of the payments and benefits to be provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and pursuant to this Agreement will are intended to be construed exempt from, or to comply with, one or more exceptions to the greatest extent possible as consistent with those provisionsrequirements of Section 409A of the Code. Notwithstanding anything contained herein to the contrary, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of required to avoid accelerated taxation or tax penalties under Section 409A (includingof the Code, without limitation, Executive shall not be considered to have terminated employment for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right this Agreement and no payments shall be due to receive any installment payments Executive under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A that are payable upon Executive’s termination of employment shall not until Executive would be deemed considered to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 6 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Code.

Section 409A Compliance. (a) It is intended that any benefits All payments under this Agreement satisfy, are intended to the greatest extent possible, the exemptions comply with or be exempt from the application requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as amended (“amended. To the extent permitted under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and the Company reserves the right to modify this Agreement will to conform with any or all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be construed subject to an “additional tax” under Section 409A. To the greatest extent possible that any provision in this Agreement is ambiguous as consistent to its compliance with those provisionsSection 409A, and or to the extent not so exempt, any provision in this Agreement (and any definitions hereunder) will must be construed modified to comply with Section 409A, such provision shall be read in such a manner so that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), no payment due to the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) Executive shall be treated as a right subject to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a an “separation from serviceadditional tax” within the meaning of Section 409A and, 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of All reimbursements provided under this Agreement to shall be made or provided in accordance with the contraryrequirements of Section 409A, in no event shall including, where applicable, the timing of requirement that (i) any reimbursement is for expenses incurred during the Executive’s execution lifetime (or during a shorter period of time specified in this Agreement), (ii) the Releaseamount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, directly (iii) the reimbursement of an eligible expense will be made on or indirectly, result in before the Executive designating last day of the calendar year of payment of any amounts of deferred compensation following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to Section 409Aliquidation or exchange for another benefit. In no event whatsoever shall the Company be liable for any additional tax, and if a payment interest or penalty that is subject to execution of the Release could may be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to imposed on the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code by Section 409A but does not satisfy an exemption from, or the conditions of, Code damages for failing to comply with Section 409A.

Section 409A Compliance. (a) It is intended that any benefits under To the extent applicable, this Agreement satisfy, to the greatest extent possible, the exemptions from the application of shall be interpreted in accordance with Section 409A of the Internal internal Revenue Code of 1986, as amended (“"Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4"), and 1.409A-1(b)(9Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof ("409A Guidance"). Notwithstanding any provision of the Agreement to the contrary, (i) if, at the time of the Executive's termination of employment with the Company, the Executive is a "specified employee" as defined in 409A Guidance and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under 409A Guidance, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six months following the Executive's termination of employment with the Company (or the earliest date as is permitted under Section 409A), and this Agreement will be construed (ii) if any other payments of money or other benefits due to the greatest extent possible Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, the Company may (a) adopt such amendments to the Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Agreement and/or (b) take such other actions as consistent the Company determines necessary or appropriate to comply with those provisionsthe requirements of 409A Guidance; provided, however, that the Company shall consult with the Executive in good faith regarding the implementation of this Section 9, and in no event shall the benefits to which Executive is entitled be reduced and the period of deferment shall not exceed 6 months, and (iii) to the extent not so exempt, this Agreement (and that the payment of any definitions hereunder) will be construed in a manner that complies with amount under Section 409A. For 5.1.1 constitutes "nonqualified deferred compensation" for purposes of Section 409A 409A, any such payment scheduled to occur during the first sixty (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), 60) days following the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for paid until the first regularly scheduled pay period following the sixtieth (601h) day following such termination and shall include the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references amount that was otherwise scheduled to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.paid prior thereto.

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A‑1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. Severance payments under this Agreement shall not commence unless and until Executive has also incurred a “separation from service,” as such term is defined in Treasury Regulations Section 1.409A-1(h) (“Separation from Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur adverse personal tax consequences under Section 409A. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A, and the period during which Executive may sign the Release begins in one calendar year and the first payroll date following the period during which Executive may sign the Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of termination to be a “specified employee” for purposes of employment Section 409A(a)(2)(B)(i), and if any of the payments set forth herein are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be deemed provided prior to have occurred for purposes the earliest of (i) the expiration of the six-month period measured from the Separation Date, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be paid in a lump sum, and any provision of this Agreement providing for the payment of remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.so deferred.

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A‑1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. Severance payments under this Agreement shall not commence unless and until Executive has also incurred a “separation from service,” as such term is defined in Treasury Regulations Section 1.409A-1(h) (“Separation from Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur adverse personal tax consequences under Section 409A. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A, and the period during which Executive may sign the Release begins in one calendar year and the first payroll date following the period during which Executive may sign the Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of termination to be a “specified employee” for purposes of employment Section 409A(a)(2)(B)(i), and if any of the payments set forth herein are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be deemed provided prior to have occurred for purposes the earliest of (i) the expiration of the six-month period measured from the date of termination, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be paid in a lump sum, and any provision of this Agreement providing for the payment of remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.so deferred.

Section 409A Compliance. (a) It is intended that Unless otherwise expressly provided, any benefits under payment of compensation by the Employer to the Executive, whether pursuant to this Agreement satisfyor otherwise, to shall be made no later than the greatest extent possible, the exemptions from the application of Section 409A fifteenth (15th) day of the Internal Revenue Code third (3rd) month (i.e., 2½ months) after the later of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to end of the extent not so exempt, this Agreement (and any definitions hereunder) will be construed calendar year or the Employer’s fiscal year in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), which the Executive’s right to receive such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Section 409A). Each payment and each installment of any installment bonus or severance payments provided for under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision application of this Agreement providing for Section 409A. To the payment of extent any amounts or benefits upon or following a termination of employment unless such termination is also a payable by the Employer to the Executive constitute “separation from servicenonqualified deferred compensation” (within the meaning of Section 409A and, for purposes 409A) such payments are intended to comply with the requirements of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. In the event that the Executive is determined to be a payment that is subject to execution “key employee” (as defined and determined under Section 409A) of the Release could Employer at a time when its stock is deemed to be made in more than one taxable yearpublicly traded on an established securities market, payment payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (a) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (b) the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Employer program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later taxable yearthan the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Employer to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Company makes no representation Executive shall be responsible for the payment of all taxes applicable to payments or warranty benefits received from the Employer. It is the intent of the Employer that the provisions of this Agreement and all other plans and programs sponsored by the Employer be interpreted to comply in all respects with Section 409A; provided, however, the Employer shall have no liability to the Executive, or any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable to any payment or benefit received by the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, successor or the conditions of, Code Section 409A.beneficiary thereof.

Section 409A Compliance. (a) It The intent of the Company and the Executive is intended that any payments, benefits and rights to which the Executive could be entitled to under this Agreement satisfycomply with, to the greatest extent possibleor be exempt from, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and guidance promulgated thereunder (collectively “Code Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and ) (to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes the requirements of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)are applicable thereto), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder to the maximum extent permitted, shall at all times be considered interpreted to be in compliance therewith or exempt therefrom. If any provision of this Agreement contravenes Code Section 409A, or would cause the Executive to incur any additional tax, interest or penalty under Code Section 409A, the Company and the Executive agree in good faith to reform this Agreement to comply with Code Section 409A, or to take such other actions as they deem necessary or appropriate to maintain, to the maximum extent practicable, without violating the provisions of Code Section 409A, the original intent and economic benefit to Company and the Executive of the applicable provision; provided that Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to Company. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Any provision required for compliance with Code Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a separate and distinct paymentpart of this Agreement to the same extent as though expressly set forth herein. A Notwithstanding anything herein to the contrary, if required to comply with Code Section 409A (but only to the extent so required), a termination of employment shall not be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following in connection with a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean a “separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. .” Notwithstanding any provision of this Agreement anything herein to the contrary, if, on the date of a “separation from service” (as defined in Code Section 409A), the Executive is a “specified employee” (as defined in Code Section 409A), no event payments of any amounts hereunder that are subject to Code Section 409A shall be made until the timing earliest date on which payment is permissible under 409A(a)(2)(B)(i) (the six (6)-month delay rule for specified employees). For purposes of Code Section 409A, the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of right to receive any amounts of deferred compensation subject installment payments pursuant to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment this Agreement shall be made in the later taxable yeartreated as a right to receive a series of separate and distinct payments. The Company makes no representation or warranty and shall have no liability to the Executive or If any other person if any compensation payment due under this Agreement constitutes is both deferred compensation subject to Code Section 409A but does and is conditioned upon the execution of a release of claims and involves a consideration time period that begins in one calendar year and ends in the next calendar year, will be paid as soon as practicable in the second calendar year even if the Executive signed the general release and such general release becomes irrevocable in the first calendar year. To the extent that reimbursements or other in-kind benefits under this Agreement constitute nonqualified deferred compensation for purposes of Code Section 409A, (1) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (2) any right to such reimbursement or in-kind benefits shall not satisfy an exemption frombe subject to liquidation or exchange for another benefit, and (3) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the conditions ofexpenses eligible for reimbursement, Code Section 409A.or in-kind benefits to be provided, in any other taxable year.

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), ) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the contraryextent delayed commencement of any portion of such payments or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, in no event such payments shall not be provided prior to the timing earliest of (i) the expiration of the six-month period measured from the date of separation from service, (ii) the date of the Executive’s execution death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the Releasefirst business day following the expiration of such period, directly or indirectlyall payments deferred pursuant to this paragraph shall be paid in a lump sum, result in the Executive designating the calendar year of payment of and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.so deferred.

Section 409A Compliance. (a) It is intended that any benefits under To the extent applicable, this Agreement satisfy, to the greatest extent possible, the exemptions from the application of shall be-interpreted in accordance with Section 409A of the Internal internal Revenue Code of 1986, as amended (the “Section 409ACode”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes Department of Treasury Regulations Section 1.409A-2(b)(2)(iii))regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentExecution Date. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment employment, unless such termination is also a “separation from service” within the meaning of Section 409A and, for and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this AgreementAgreement relating to any such payments or benefits, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean “separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. .” Notwithstanding any provision of this the Agreement to the contrary, in no event shall (i) if at the timing time of the Executive’s execution termination of employment with the Company the Executive is a “specified employee” as defined in Section 409A Code and related Department of Treasury guidance and the deferral of the Releasecommencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, directly then the Company shall defer the commencement of any such payments or indirectly, result benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six months and one day following the Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Executive designating hereunder could cause the calendar year application of payment of any amounts of deferred compensation subject to an accelerated or additional tax under Section 409A, and if a payment that is subject to execution 409A of the Release could be made in more than one taxable yearCode, payment shall be made in the later taxable yearCompany may (a) adopt such amendments to the Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Agreement and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. The Company makes no representation shall consult with the Executive in good faith regarding the implementation of this Section 18; provided that neither the Company nor any of its employees or warranty and representatives shall have no any liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.with respect thereto.

Section 409A Compliance. (a) It is intended that any benefits under Payments contemplated pursuant to this Agreement satisfy, are intended to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), ) (including the provisions for exceptions and 1.409A-1(b)(9), exemptions from Section 409A) and all provisions of this Agreement will shall be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed interpreted in a manner that complies consistent with the requirements for avoiding taxes and penalties under Section 409A. For If any payment(s) to the Executive under the terms of this Agreement or any plans is determined to constitute a payment of nonqualified deferred compensation for purposes of Section 409A payable on account of a “separation from service” (including, without limitation, for purposes of Treasury Regulations as defined under Section 1.409A-2(b)(2)(iii)409A) that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment(s) shall be delayed until the date that is six months and one day after the date of the Executive’s right separation from service with the Company (or, if sooner, the date of the Executive’s death), if and only to receive the extent necessary to comply with the special rule for certain “specified employees” set forth in Code Section 409A(a)(2)(B)(i). Upon the expiration of the period described in the preceding sentence, all payments and benefits delayed pursuant to this subsection (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum without interest, and any installment remaining payments and benefits due under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment paid or provided in accordance with the normal payment hereunder shall at all times be considered a separate and distinct paymentdates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean “separation from service. In no event may Executive.” Except as otherwise expressly provided herein, directly to the extent any expense reimbursement or indirectlythe provision of any in-kind benefit under this Agreement is determined to be subject to Section409A, designate the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year of a payment. Notwithstanding shall not affect the expenses eligible for reimbursement in any provision of this Agreement other taxable year (except for any life-time or other aggregate limitation applicable to the contrarymedical expenses), in no event shall any expenses be reimbursed after the timing last day of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment following the calendar year in which such expenses are incurred, and in no event shall any right to reimbursement or the provision of any amounts of deferred compensation in-kind benefit be subject to Section 409A, and if a liquidation or exchange for another benefit. Each payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or shall be treated as a “separate payment” within the conditions of, Code meaning of Section 409A.

Section 409A Compliance. (a) It is intended that any all benefits under and compensation payable pursuant to this Agreement satisfyare exempt from or, to the greatest extent possiblealternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Final Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9Regulations), and this Agreement will be construed to interpreted, administered and operated accordingly. In the greatest extent possible as consistent with those provisions, and to the extent not so exempt, event that any provision of this Agreement (is inconsistent with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision. In accordance with the foregoing, the Consultant shall not have a legally binding right to any distribution made to Consultant in error. Notwithstanding the foregoing, in no event will any of the Company, its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of this Agreement to be exempt from or comply with Code Section 409A and any definitions hereunder) will be construed in a manner none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes of under Code Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii))409A, the ExecutiveConsultant’s right to receive any installment payments under pursuant to this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentpayments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. A “termination of employment shall not be deemed engagement” (or any other term to have occurred for purposes of any provision of that to that effect) under this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also shall mean a “separation from service” within the meaning of under Code Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate and Final Treasury Regulation 1.409A-1(h) and the calendar year of a paymentdefault presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in no event shall the timing its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Executive’s execution Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the ReleaseCode and the regulations and other guidance issued thereunder, directly or indirectlythen such termination payments, result in to the Executive designating the calendar year of payment of any amounts of extent that they are nonqualified deferred compensation subject to Section 409A of the Code shall be paid on the first payroll date of the seventh month following the month in which the Consultant’s termination occurs. For purposes of this Agreement, whether the Consultant is a “specified employee” will be determined in accordance with written procedures adopted by the Board. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, and if a payment that is subject to execution such reimbursement shall be provided no later than December 31 of the Release could be made year following the year in more than which the expense was incurred. The amount of expenses reimbursed in one taxable year, payment year shall be made not affect the amount eligible for reimbursement in the later taxable any subsequent year. The Company makes no representation or warranty and amount of any in-kind benefits provided in one year shall have no liability to not affect the Executive or amount of in-kind benefits provided in any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.year.

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. Severance payments under this Agreement shall not commence unless and until Executive has also incurred a “separation from service,” as such term is defined in Treasury Regulations Section 1.409A-1(h) (“Separation from Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur adverse personal tax consequences under Section 409A. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A, and the period during which Executive may sign the Release begins in one calendar year and the first payroll date following the period during which Executive may sign the Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of termination to be a “specified employee” for purposes of employment Section 409A(a)(2)(B)(i), and if any of the payments set forth herein are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be deemed provided prior to have occurred for purposes the earliest of (i) the expiration of the six-month period measured from the date of termination, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be paid in a lump sum, and any provision of this Agreement providing for the payment of remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.so deferred.

Section 409A Compliance. (a) It is intended that any benefits All amounts payable under this Agreement satisfy, are intended to comply with the greatest extent possible, the exemptions “short term deferral” exception from the application of Section 409A of the Confidential Treatment Requested by The Fresh Market Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 Internal Revenue Code of 1986, as amended (“Section 409A”) specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-l(b)(9) (or any successor provision), provided under Treasury Regulations Sections 1.409A-1(b)(4)or both of them, and 1.409A-1(b)(9), and this Agreement will shall be construed to the greatest extent possible as interpreted in a manner consistent with those provisionsthe applicable exceptions. Notwithstanding the foregoing, and to the extent not so exemptthat any amounts payable in accordance with this Agreement are subject to Section 409A, this Agreement (shall be interpreted and any definitions hereunder) will be construed administered in such a manner that complies way as to comply with Section 409A. For purposes 409A to the maximum extent possible. Each installment payment of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments compensation under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series separate payment of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred compensation for purposes of any provision of this Agreement providing for the applying Section 409A. If payment of any amounts amount subject to Section 409A is triggered by a separation from service that occurs while Employee is a “specified employee” (as defined by Section 409A) and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days following Employee’s death. “Termination of employment,” “resignation” or benefits upon or following a termination words of employment unless such termination is also a similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, Employee’s “separation from service” within the meaning of as defined by Section 409A. If any payment subject to Section 409A andis contingent on the delivery of a Release by the Employee and could occur in either of two calendar years, for purposes the payment will occur in the later year. Nothing in this Agreement shall be construed as a guarantee of any such provision of particular tax treatment to the Employee. The Employee shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, and in no event shall the timing of the Executive’s execution of the Release, directly Company have any responsibility or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and liability if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code meet any applicable requirements of Section 409A.

Section 409A Compliance. (a) It is intended that Notwithstanding any benefits under this Agreement satisfy, provision to the greatest extent possiblecontrary in this Agreement, with respect to a Participant who ceases to be an Employee prior to the exemptions from the application of Section 409A end of the Internal Revenue Code Performance Period on account of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4)either Disability or Retirement, and 1.409A-1(b)(9), and thereafter becomes entitled to a payment under Sections 2(b) or 2(d) of this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance paymentsExhibit A, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also Participant was a “separation from servicespecified employee” within the meaning of Section 409A and409A(a)(2)(B)(i) of the Code as of the date of the termination of such Participant’s employment, then any cash amounts payable under Section 2(b) or 2(d) shall be paid instead to the Participant on the later of (x) the date on which a cash payment, if any, would otherwise be paid to the Participant pursuant to the terms of Section 2(b) or 2(d), and (y) the date which is six months following the Participant’s date of termination, and not before. Furthermore, notwithstanding any provision to the contrary in this Agreement, with respect to a Participant who, prior to the end of the Performance Period, ceases to be an Employee due to death, Disability or Retirement, and thereafter a Change in Control occurs, the Participant shall not be eligible to receive any cash payment pursuant to Section 2(d) if the Change in Control does not also qualify as a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation for purposes of any Section 409A(a)(2)(A)(v) of the Code and the applicable Treasury regulations under that section. If, pursuant to the preceding sentence, a Change in Control occurs but fails to qualify as a Qualifying Change of Control, the terms of this Agreement shall remain in effect after the date of such provision Change in Control, and the Participant shall remain eligible for a cash payment at the end of the Performance Period pursuant to Section 2(b) or upon a subsequent Change in Control that also qualifies as a Qualifying Change of Control pursuant to Section 2(d), in each case subject to and in accordance with the terms and conditions of this Agreement. EXHIBIT B CUSTOM REAL ESTATE GROUP Name Ticker Symbol AMB Property Corporation AMB Developers Diversified Realty Corporation DDR Duke Realty Corporation DRE Highwoods Properties, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may ExecutiveInc. HIW Xxxxx Xxxx LaSalle Incorporated JLL Kimco Realty Corporation XXX The Macerich Company MAC MDC Holdings Inc. MDC NVR, directly or indirectlyInc. NVR Plum Creek Timber Company, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Inc. PCL Regency Centers Corporation REG Rayonier Inc. RYN Toll Brothers Inc. TOL WP Xxxxx & Co. LLC WPC

Section 409A Compliance. (a) It is intended that any benefits under all compensation payable pursuant to this Agreement satisfyare exempt from or, to the greatest extent possiblealternatively, comply with Section 409A (and any legally binding guidance promulgated under Section 409A, including, without limitation, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Final Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9Regulations), and this Agreement will be construed to interpreted, administered and operated accordingly. In the greatest extent possible as consistent with those provisions, and to the extent not so exempt, event that any provision of this Agreement (is inconsistent with Section 409A or such guidance, then the applicable provisions of Section 409A shall supersede Red Violet, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. such inconsistent provision. Notwithstanding the foregoing, in no event will any definitions hereunder) will of Company, its parent, its or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of the form of this Agreement to be construed in a manner exempt from or comply with Section 409A and none of the foregoing guarantees that the form of this Agreement is exempt from or complies with Code Section 409A. For all purposes of under Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under pursuant to this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment , and any payments to be made in installments shall not be deemed to have occurred for purposes be a series of any provision of separate payments. Whenever a payment under this Agreement providing for specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of any amounts or benefits upon or following a Company. A “termination of employment unless such termination is also employment” under this Agreement shall mean a “separation from service” within the meaning of under Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. 409A. Notwithstanding any provision provisions of this the Agreement to the contrary, to the extent the that Section 409A would cause an adverse tax consequence to the Participant, a Change in no event Control shall not be deemed to occur for purposes of this Agreement unless the timing Change in Control meets the definition ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Executive’s execution Assets of the Releasea Corporation” under Treasury Department Regulation 1.409A-3(i)(5), directly as revised from time to time in either subsequent regulations or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.guidance.

Section 409A Compliance. (a) It The following provisions shall apply if Grantee is intended a U.S. Taxpayer. Notwithstanding the foregoing provisions of this Agreement, no Shares or amounts payable hereunder in connection with a termination of your employment that any benefits under this Agreement satisfy, are subject to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code as deferred compensation (and do not qualify for the “short term deferral” or any other exemption under applicable U.S. Treasury Regulations) and that are payable upon a termination of 1986, as amended your employment (“Section 409ASeparation Payments”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A paid unless the termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also constitutes a “separation from service,” within the meaning of Section 409A andof the Code. In addition, for purposes if you are a “specified employee,” within the meaning of Section 409A of the Code, at the time of a separation from service, any such provision Separation Payments payable in connection with a separation from service shall instead be paid on the first business day following the earlier to occur of (a) the expiration of the six (6)-month period following your separation from service or (b) your death, if necessary to comply with Section 409A of the Code. The Restricted Stock Units are intended to be exempt from or compliant with Section 409A of the Code and the U.S. Treasury Regulations relating thereto so as not to subject Grantee to the payment of additional taxes and interest under Section 409A of the Code or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Agreement, references the Plan or both, without the consent of Grantee, in the manner that the Committee may determine to a “resignation,” “termination,” “termination be necessary or advisable in order to comply with Section 409A of employment” the Code or like to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code if compliance is not practical. This Section 18 does not create an obligation on the part of the Company to modify the terms shall mean separation from serviceof this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon vesting/settlement of the Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Section 409A of the Code. In no event whatsoever shall Arrow or any of its Subsidiaries or Affiliates be liable to any party for any additional tax, interest or penalties that may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing be imposed on Grantee by Section 409A of the Executive’s execution Code or any damages for failing to comply with Section 409A of the Release, directly Code or indirectly, result in for any action taken by the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Committee.

Section 409A Compliance. (a) It is intended that any benefits All amounts payable under this Agreement satisfy, are intended to comply with the greatest extent possible, the exemptions “short term deferral” exception from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-l(b)(9) (or any successor provision), provided under Treasury Regulations Sections 1.409A-1(b)(4)or both of them, and 1.409A-1(b)(9), and this Agreement will shall be construed to the greatest extent possible as interpreted in a manner consistent with those provisionsthe applicable exceptions. Notwithstanding the foregoing, and to the extent not so exemptthat any amounts payable in accordance with this Agreement are subject to Section 409A, this Agreement (shall be interpreted and any definitions hereunder) will be construed administered in such a manner that complies way as to comply with Section 409A. For purposes 409A to the maximum extent possible. Each installment payment of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments compensation under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series separate payment of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred compensation for purposes of any provision of this Agreement providing for the applying Section 409A. If payment of any amounts amount subject to Section 409A is triggered by a separation from service that occurs while Employee is a “specified employee” (as defined by Section 409A) and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days following Employee’s death. “Termination of employment,” “resignation” or benefits upon or following a termination words of employment unless such termination is also a similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, Employee’s “separation from service” within the meaning of as defined by Section 409A. If any payment subject to Section 409A andis contingent on the delivery of a Release by the Employee and could occur in either of two calendar years, for purposes the payment will occur in the later year. Nothing in this Agreement shall be construed as a guarantee of any such provision of particular tax treatment to the Employee. The Employee shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, and in no event shall the timing of the Executive’s execution of the Release, directly Company have any responsibility or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and liability if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code meet any applicable requirements of Section 409A.

Section 409A Compliance. (a) It is intended that any benefits under Notwithstanding anything in this Agreement satisfy, or any other agreements between the Company and the Executive (“Other Agreements”) to the greatest extent possiblecontrary, the exemptions from the application of Section 409A if, based on Internal Revenue Service guidance available as of the Internal Revenue Code date the payment or provision of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will any amount or other benefit is required to be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments made under this Agreement (whether severance paymentsincluding, if anybut not limited to, any payment, accelerated vesting or benefit continuation right, Gross-Up Amount under Section 7 hereof or Counsel Fees under Section 8 hereof) or under any Other Agreements, (a) the Company reasonably determines that the payment or provision of such amount or other benefit at the time specified in such agreements may subject the Executive to 409A Taxes “additional tax” and “interest” under Section 409A(a)(1)(B) of the Code (together with any interest or penalties imposed with respect to, or otherwise) shall be treated as a right to receive a series of separate payments andin connection with, accordinglysuch tax, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination “409A Taxes”), because the Executive is also a “separation from servicespecified employee” within the meaning of Section 409A and409A(a)(2)(B)(i) of the Code or otherwise, for purposes and (b) payment of such amount (or portion of such amount) or provision of such benefit (or portion of such benefit) at a later date would likely avoid any such 409A Taxes, then the payment or provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms thereof shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement be postponed to the contraryearliest business day on which the Company reasonably determines such amount or benefit can be paid or provided without incurring any such 409A Taxes, but in no event shall later than the timing first business day after the six-month anniversary of the Executive’s execution severance from service within the meaning of Section 409A(a)(2) of the ReleaseCode (the “Delayed Payment Date”). In the event a benefit is to be provided during the period commencing on the Executive’s separation from service and ending on the Delayed Payment Date and the provision of such benefit during that period would be treated as a payment of nonqualified deferred compensation in violation of Section 409A(a)(2)(B)(i) of the Code, directly then continuation of such benefit during that period shall be conditioned on payment by the Executive of the full premium or indirectlyother cost of coverage and as of the Delayed Payment Date the Company shall reimburse the Executive for the premiums or other cost of coverage paid by the Executive, result which but for this paragraph would have been paid by the Company. On the Delayed Payment Date the Executive shall receive in a lump sum all payments which were delayed and all remaining payments shall commence to be paid in accordance with the terms of this Agreement or the Other Agreement. The Company and the Executive may agree to take other actions to avoid the imposition of 409A Taxes at such time and in such manner as permitted under Section 409A of the Code. In addition, in the Executive designating the calendar year of event that any amount or other benefit which is required to be made under this Agreement is treated as a payment of any amounts of under a nonqualified deferred compensation subject to plan within the meaning of Section 409A, and if a payment that is subject to execution 409A of the Release could be made in more than one taxable yearCode, no acceleration of payment shall be made if such acceleration of payment would result in the later taxable yearimposition of 409A Taxes. The Company makes no representation or warranty and shall have no liability to the Executive for 409A Taxes (or any loss incident to the imposition of such taxes) in the event that Executive is determined to be liable for 409A Taxes in connection with any payment or provision of any amount or other person if any compensation benefit under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Other Agreements. [Signatures appear on following page.]

Section 409A Compliance. (a) It is intended that Unless otherwise expressly provided, any benefits under payment of compensation by Company to Executive, whether pursuant to this Agreement satisfyor otherwise, shall be made no later than the 15th day of the third month (i.e., 2 1/2 months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to the greatest extent possiblesuch payment vests (i.e., the exemptions from the application is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. . For purposes of this Agreement, termination of employment shall be deemed to occur only upon “separation from service” as such term is defined under Section 409A (including, without limitation, 409A. Each payment and each installment of any severance payments provided for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right separate payment for purposes of application of Section 409A. To the extent that any severance payments (including payments on termination for “Good Reason”) come within the definition of “involuntary severance” under Section 409A, such amounts up to receive a series the lesser of separate payments andtwo times the Executive’s annual compensation for the year preceding the year of termination or two times the Section 401(a)(17) limit for the year of termination, accordinglyshall be excluded from “deferred compensation” as allowed under Section 409A, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed subject to have occurred for purposes the following Section 409A compliance requirements. All payments of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from servicenonqualified deferred compensation” (within the meaning of Section 409A and409A) are intended to comply with the requirements of Section 409A, for purposes of and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such provision deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of this Agreement, references payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of a “resignation,” “termination,” “waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment” or like terms ) occurs shall mean separation from service. In no event may Executive, directly or indirectly, designate commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a paymenttime when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding any provision of this Agreement anything herein to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could amendment may be made in more than one taxable year, payment shall be made in to this Agreement if it would cause the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive Agreement or any other person if any compensation under this Agreement constitutes deferred compensation subject payment hereunder not to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code be in compliance with Section 409A.

Section 409A Compliance. (a) It is intended that Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, any benefits severance payments payable to Executive under this Agreement satisfyshall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). However, to the greatest extent possibleany such payments are treated as “non-qualified deferred compensation” subject to Section 409A of the Code, and if Executive is deemed at the exemptions time of his Separation from Service to be A “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (i) the expiration of the six-month period measured from the application date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section shall be paid in a lump sum to Executive (or Executive’s estate). The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by Company in accordance with the terms of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4)Code, and 1.409A-1(b)(9applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto), and . Notwithstanding anything in this Agreement will be construed to the greatest extent possible as consistent with those provisionscontrary, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies the Company determines necessary to comply with Section 409A. For purposes the requirements of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right Code with respect to receive any installment payments payment under this Agreement (whether severance paymentsAgreement, if any, or otherwise) no “Change of Control” shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes occur unless and until the event also satisfies the requirements of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from servicechange in control event” within the meaning of Section 409A andof the Code and applicable regulations. With respect to any of Executive’s awards of, for purposes or relating to, equity of any the Company that are outstanding as of the Effective Date or are granted to Executive in the future (“Awards”), such provision Awards shall be administered in a manner that is either compliant with or exempt from the requirements of this AgreementSection 409A of the Code, references and the Change of Control definition applicable to such Awards shall, to the extent necessary to comply with Section 409A of the Code, be limited to an event that satisfies the requirements of a “resignation,change in control event” “termination,” “termination within the meaning of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing Section 409A of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, Code and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.applicable regulations.

Section 409A Compliance. (a) It is intended that The Company makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this letter or any payments or other benefits provided hereunder, including without limitation under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”). However, the parties intend that this letter and the payments and other benefits provided under hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulations Sections Regulation Section 1.409A-1(b)(4), and 1.409A-1(b)(9the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this letter (and such payments and benefits), the parties intend that this Agreement letter (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this letter to the contrary, this letter will be construed interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this letter to the greatest extent possible as consistent contrary, with those provisionsrespect to any payments and benefits under this letter to which Code Section 409A applies, and all references in this letter to the termination of Employee’s employment are intended to mean Employee’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if Employee is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this letter during the six-month period immediately following Employee’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i), will not so exemptbe paid to Employee during such period, this Agreement but will instead be accumulated and paid to employee (and any definitions hereunderor, in the event of Employee’s death, Employee’s estate) will be construed in a manner lump sum on the first business day following the earlier of (a) the date that complies with Section 409A. is six (6) months after your separation from service or (b) Employee’s death. For purposes of applying Code Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments each payment under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A..

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed Notwithstanding anything contained in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, to the maximum extent permitted by applicable law, the Remaining Term Payments and the Severance Payments payable to Executive pursuant to Paragraph 4 shall be made in no event shall reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). However, to the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of extent any amounts of such payments are treated as non-qualified deferred compensation subject to Section 409A409A of the Code, and if Executive is deemed at the time of his Separation from Service to be a payment that is subject to execution “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Release could Code, then to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be made provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Paragraph 20(b) shall be paid in more than one taxable year, payment a lump sum to Executive. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the later taxable yearterms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). The Company makes no representation or warranty and shall have no liability Notwithstanding anything to the Executive contrary in this Agreement or in any other person if any compensation Company policy with respect to such payments, in-kind benefits and reimbursements provided under this Agreement constitutes deferred compensation during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to Code Section 409A liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission in accordance with the Company’s policies regarding reimbursements, but does not satisfy an exemption from, or in no event later than the conditions of, Code Section 409A.last day of Executive’s taxable year following the taxable year in which the expense was incurred. The forgoing provisions shall apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

Section 409A Compliance. (a) It is intended the intent of the parties that any the payments and benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with (or be exempt from) Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (“Code Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4)and, and 1.409A-1(b)(9)accordingly, and to the maximum extent permitted, this Agreement will be construed interpreted in accordance therewith. If the Employee notifies the Company (with specificity as to the greatest extent possible as consistent with those provisions, and to reason therefor) that the extent not so exempt, Employee believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Employee to incur any additional tax or interest under Code Section 409A, and the Company concurs with such belief or the Company independently makes such determination, the Company will, after consulting with the Employee, reform such provision to try to comply with Code Section 409A through good faith modification to the maximum extent reasonably appropriate to comply with Code Section 409A, provided, that this provision will not require the Company to incur any definitions hereunder) additional cost with respect to such arrangements. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be construed made in a manner good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A, provided, that complies this provision will not require the Company to incur any additional cost with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right respect to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentsuch arrangements. A termination of employment shall will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall will mean “separation from service.” If the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit will be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (ii) the date of the Employee’s death (the “Delay Period”). In Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 8 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Employee in a lump sum without interest, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. The Employee’s right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of separate payments. To the extent that any expense reimbursement provided for by this Agreement does not qualify for exclusion from U.S. Federal income taxation, the Company will make the reimbursement to the Employee no event may Executive, directly or indirectly, designate later than December 31 of the calendar year following the calendar year in which the expense was incurred; the amount of expenses eligible for such reimbursement during a paymentcalendar year will not affect the amount of expenses eligible for such reimbursement in another calendar year; and the Employee’s right to such reimbursement is not subject to liquidation or exchange for another benefit from the Company. Notwithstanding the foregoing, the Company does not make any representation to the Employee that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Code Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Employee or any beneficiary of the Employee for any tax, additional tax, interest or penalties that the Employee or any beneficiary of the Employee may incur in the event that any provision of this Agreement to the contraryAgreement, in no event shall the timing of the Executive’s execution of the Releaseor any amendment or modification thereof, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if action taken with respect thereto, is deemed to violate any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or of the conditions of, requirements of Code Section 409A.

Section 409A Compliance. (a) It is intended that any benefits under To the extent applicable, this Agreement satisfy, to the greatest extent possible, the exemptions from the application of shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any other provision of this the Agreement to the contrary, (A) (i) if Executive is a “specified employee,” as defined in Section 409A, on the date of Executive’s termination of employment, no event payment of “deferred compensation,” as defined in Section 409A, under this Agreement shall be made to Executive during the timing period lasting six months from the date of termination (or, if earlier than the end of the six-month period, the date of death of the Executive’s execution ) unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A and (ii) if any payment to the Executive is delayed pursuant to the immediately preceding sentence, such payment instead shall be made on the first business day following the expiration of the Releasesix-month period referred to in that sentence, directly (B) if any other payments of money or indirectlyother benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, result in the Executive designating Company may (i) adopt such amendments to the calendar year Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of payment the benefits provided by the Agreement and/or (ii) take such other actions as the Company determines necessary or appropriate to comply with the requirements of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution (C) for purposes of this Agreement, “termination of employment,” “Date of Termination” or any similar references shall mean Executive’s “separation from service,” as defined in Section 1.409A-1(h) of the Release could be made in more than one taxable yearDepartment of Treasury final regulations, payment shall be made in including the later taxable yeardefault presumptions. The Company makes no representation shall consult with Executive in good faith regarding the implementation of this Section 9(j); provided that none of the Company, any of its affiliates, or warranty and any of its employees or representatives shall have no any liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.with respect thereto.

Section 409A Compliance. (a) It The intent of the Parties is intended that any payments and benefits under this Agreement satisfycomply with, to the greatest extent possibleor be exempt from, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder to the maximum extent permitted, this Agreement shall at all times be considered a separate interpreted and distinct paymentadministered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean “separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding .” With regard to any provision herein that provides for reimbursement of this Agreement to the contrarycosts and expenses or in-kind benefits, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to except as permitted by Code Section 409A, and if a payment that is (i) the right to reimbursement or in-kind benefits shall not be subject to execution liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the Release could expenses eligible for reimbursement, or in-kind benefits to be made provided, in more than one any other taxable year, payment provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the later taxable yearexpense occurred. The Company makes no representation or warranty For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and shall have no liability to the Executive or any other person if any compensation distinct payments. Whenever a payment under this Agreement constitutes deferred compensation specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 17, would be subject to additional tax imposed pursuant to Code Section 409A but does not satisfy an exemption fromas a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) 6 months after Executive’s “separation from service,” or the conditions of, Code Section 409A.(ii) Executive’s death.

Section 409A Compliance. (a) It is This Agreement and any payments or benefits provided hereunder shall be interpreted, operated and administered in a manner intended that any benefits to avoid the imposition of additional taxes under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”). Further, the Company and Executive hereto acknowledge and agree that the form and timing of the payments and benefits to be provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and pursuant to this Agreement will are intended to be construed exempt from, or to comply with, one or more exceptions to the greatest extent possible as consistent with those provisionsrequirements of Section 409A of the Code. Notwithstanding anything contained herein to the contrary, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of required to avoid accelerated taxation or tax penalties under Section 409A (includingof the Code, without limitation, Executive shall not be considered to have terminated employment for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right this Agreement and no payments shall be due to receive any installment payments Executive under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A that are payable upon Executive’s termination of employment shall not until Executive would be deemed considered to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 7 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from servicethe Code. In no event may Executiveaddition, directly or indirectly, designate the calendar year of a payment. Notwithstanding notwithstanding any provision of this Agreement to the contrary, in no event shall the timing Company and its affiliates, subsidiaries, successors, and each of its officers, directors, employees and representatives, neither represent nor warrant the Executive’s execution of tax treatment under any federal, state, local, or foreign laws or regulations thereunder (individually and collectively referred to as the Release, directly or indirectly, result in the Executive designating the calendar year of payment “Tax Laws”) of any amounts of deferred compensation payment or benefits contemplated by this Agreement including, but not limited to, when and to what extent such payments or benefits may be subject to Section 409Atax, penalties and if a payment that is subject to execution of interest under the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Tax Laws.

Section 409A Compliance. (a) It is intended that any benefits under this the Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), ) and 1.409A-1(b)(9), and this the Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this the Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this the Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this the Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this the Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrarycontrary in the Agreement, if the Executive is deemed by the Company at the time of a separation from service to be a “specified Executive” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under the Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments or benefits is required in no event order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided prior to the timing earliest of (i) the expiration of the six-month period measured from the date of separation from service, (ii) the date of the Executive’s execution death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the Releasefirst business day following the expiration of such period, directly all payments deferred pursuant to the paragraph shall be paid in a lump sum, and any remaining payments due shall be paid as or indirectly, result in the Executive designating the calendar year of payment of otherwise provided herein. No interest shall be due on any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.so deferred.

Section 409A Compliance. (a) It This Agreement is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue IRS Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of 1986this Agreement, as amended (“Section 409A”), payments provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will may only be construed to the greatest extent possible as consistent with those provisions, made upon an event and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded for Section 409A to the maximum extent possible. For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any each installment payments payment provided under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Any payments to be made under this Agreement upon a termination of employment shall not only be deemed to have occurred made upon a separation of service under Section 409A. Notwithstanding the foregoing, the Company makes no representation that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for purposes all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement providing for Agreement, if any payment or benefit provided to the payment of any amounts or benefits upon or following a Executive in connection with termination of his employment unless such termination is also a “separation from service” determined to constitute nonqualified deferred compensation within the meaning of Section 409A andand he is determined to be a specified employee as defined in Section 409A(a)(2)(B)(i), for purposes then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination (the “Specified Employee Payment Date”). The aggregate of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms payment that would otherwise have been paid before the Specified Employee Payment Date shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement be paid to the contraryExecutive in a lump sum on the Specified Employee Payment Date and thereafter, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, remaining payment shall be made paid without delay in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.accordance with their original schedule.

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the Contrary, to the maximum extent permitted by applicable law, the Remaining Term Payments and the Severance Payments payable to Executive pursuant to Paragraph 4 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (arelating to separation pay plans) It or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation” subject to Section 409A of the Code, and if Executive is intended that deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement satisfyis required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the greatest extent possible, earlier of (i) the exemptions expiration of the six-month period measured from the application date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Paragraph 20(b) shall be paid in a lump sum to Executive. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the terms of Section 409A of the Internal Revenue Code of 1986, as amended and applicable guidance thereunder (“including without limitation Treasury Regulation Section 409A”1.409A-1(i) and any successor provision thereto), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and . Notwithstanding anything to the contrary in this Agreement will be construed or in any Company policy with respect to the greatest extent possible as consistent with those provisionssuch payments, in-kind benefits and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments reimbursements provided under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series during any tax year of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment Executive shall not affect in-kind benefits or reimbursements to be deemed provided in any other tax year of Executive and are not subject to have occurred liquidation or exchange for purposes of any provision of this Agreement providing for another benefit. Notwithstanding anything to the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of contrary in this Agreement, references reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may ExecutiveExecutive as soon as administratively practicable following such submission in accordance with the Company’s policies regarding reimbursements, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, but in no event shall later than the timing last day of the Executive’s execution of taxable year following the Release, directly or indirectly, taxable year in which the expense was incurred. The forgoing provisions shall apply to in-kind benefits and reimbursements that would result in the Executive designating the calendar year of payment of any amounts of deferred taxable compensation subject income to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Executive.

Section 409A Compliance. (a) It The Employment Agreement is intended to comply and shall be administered in a manner that any benefits under this Agreement satisfy, is intended to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent; to the extent that a payment and/or benefit is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Code of 1986, as amended Service with respect thereto (the “Section 409AGuidance”). Any provision of the Employment Agreement that would cause a payment and/or benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Guidance). The Executive acknowledges, provided under Treasury Regulations Sections 1.409A-1(b)(4)consents to and agrees to the joinder of the Company as a party to this Employment Agreement Term Sheet at the Effective Date. The undersigned parties hereby agree that this Employment Agreement Term Sheet, and 1.409A-1(b)(9)including the exhibits hereto, and this Agreement constitute a legally binding commitment of the parties hereto to negotiate in good faith definitive documentation containing terms that are consistent with the provisions set forth herein as soon as reasonably practicable after the date hereof. The Executive agrees that the terms of his Prior Employment Agreement, if any, that will be construed to included in the greatest extent possible as Employment Agreement shall be re-written, for purposes of clarity, consistent with those provisionsthe provisions set forth herein, and to the extent the Executive does not so exempthave a Prior Employment Agreement the terms will be the same as the terms for Executives with Prior Employment Agreements; provided, however, that if an employment agreement is not entered into between the parties as set forth above, this Term Sheet shall continue in full force and effect until such time that an employment agreement is entered into between the parties consistent with the provisions set forth herein; provided further, that if the Merger Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under is terminated this Agreement (whether severance payments, if any, or otherwise) Term Sheet shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty void ab initio and shall have no liability further force or effect. The existence of this Term Sheet shall in no way prevent the Executive from fulfilling his existing fiduciary and employment obligations to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or Company pending the conditions of, Code Section 409A.Effective Date.

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii1,409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment extent delayed commencement of any amounts portion of deferred compensation subject such payments or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and if a payment that is subject such payments shall not be provided prior to execution the earliest of (i) the expiration of the Release could be made in more than one taxable yearsix-month period measured from the date of separation from service, payment (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be made paid in the later taxable yeara lump sum, and any remaining payments due shall be paid as otherwise provided herein. The Company makes no representation or warranty and No interest shall have no liability to the Executive or be due on any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.amounts so deferred.

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment extent delayed commencement of any amounts portion of deferred compensation subject such payments or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, and if a payment that is subject such payments shall not be provided prior to execution the earliest of (i) the expiration of the Release could be made in more than one taxable yearsix-month period measured from the date of separation from service, payment (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be made paid in the later taxable yeara lump sum, and any remaining payments due shall be paid as otherwise provided herein. The Company makes no representation or warranty and No interest shall have no liability to the Executive or be due on any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.amounts so deferred.

Section 409A Compliance. (a) It is intended Employee and the Company intend that any the payments and benefits provided under this Agreement satisfy, to the greatest extent possible, the exemptions shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. This Agreement shall be construed in a manner that affects the Employee’s and the Company’s intent to be exempt from or comply with Section 409A. Nevertheless, the tax treatment of the benefits provided under the Plan is not warranted or guaranteed. Neither the Company nor its respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Employee as a result of this Agreement. This Agreement may not be amended in any way that results in a violation of section 409A of the Internal Revenue Code of 1986or any regulatory or other guidance issued by the Internal Revenue Service thereunder. In particular, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and except to the extent not so exemptpermitted by regulatory or other guidance issued by the Internal Revenue Service under section 409A(a)(3) of the Internal Revenue Code, no amendment of this Agreement shall in any way (and including a change in form of distribution) result in acceleration of the timing or amount of any definitions hereunderpayment (or any portion thereof) will be construed in a manner of “deferred compensation” that complies with Section 409A. For purposes is due under this Agreement. An amendment that permits acceleration for any one or more of Section 409A the reasons that constitute exceptions to the prohibition on acceleration of payments, pursuant to Treas. Regs. § 1.409A-3(j) (includingas presently written or as hereafter amended, without limitationfinalized, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)replaced or supplemented), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision be in violation of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment9.14. Notwithstanding any provision of this Agreement to the contrary, in no event shall if Employee is regarded as a “specified employee” within the timing meaning of section 409A(a)(2)(B) of the Executive’s execution Code and the regulations promulgated thereunder, he may not receive any payment(s) of “deferred compensation” upon any “separation from service” (as defined in Section 4.1(e)), unless such payment(s) are made on or after the date that is six (6) months after the date of such separation from service (or if earlier, the date of death of such specified employee). Instead, any such payments to which such specified employee would otherwise be entitled during the first six (6) months following such separation from service shall be accumulated and paid on the first day of the Release, directly or indirectly, result in seventh (7th) month following the Executive designating the calendar year date of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.separation from service.

Section 409A Compliance. (a) It To the extent applicable, it is intended that any benefits under this Agreement satisfy, to and any payment made hereunder shall comply with the greatest extent possible, the exemptions from the application requirements of Section 409A of the Internal Revenue Code Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of 1986, as amended the Treasury or the Internal Revenue Service (“Code Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4)that for the avoidance of doubt, and 1.409A-1(b)(9), and this Agreement will provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the greatest extent possible Employee as consistent a result of Code Section 409A. Any provision that would cause this Agreement or any payment hereunder to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with those provisionsCode Section 409A, and which amendment may be retroactive to the extent not so exempt, permitted by Code Section 409A. The Board of Directors of the Bank may amend this Agreement (at any time to the extent it deems necessary to comply with or meet an exception from Code Section 409A, in its sole and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executiveabsolute discretion. The Employee’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred been terminated for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless and until such termination is also constitutes a “"separation from service” " within the meaning of Code Section 409A and, for purposes of 409A. Notwithstanding any such other provision of this Agreement, references to if the Employee is a “resignation,” “termination,” “termination "specified employee" as defined in Section 409A(a)(2)(B)(i) of employment” or like terms shall mean the Internal Revenue Code at the time of the Employee’s separation from service. In no event may Executive, directly or indirectly, designate then the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject amount under or pursuant to Section 409A, and if a payment this Agreement in connection with the Employee’s separation from service that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes considered deferred compensation subject to Code Section 409A but does not satisfy an exemption fromshall be deferred until six (6) months after the Employee’s separation from service or, or if earlier, the conditions ofEmployee’s death, Code as required by Section 409A.409A(a)(2)(B)(i) of the Internal Revenue Code. Notwithstanding the foregoing, nothing in this Agreement shall be construed as a guarantee of the tax consequences of this Agreement.

Section 409A Compliance. (a) It The intent of the parties is intended that any payments and benefits under this Agreement satisfy, will fall within the exception in U.S. Treasury Regulation 1.409A-1(b)(4) for short term deferrals or under U.S. Treasury Regulation 1.409A-1(b)(9) or any applicable exceptions to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended amended, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”)) and, provided under Treasury Regulations Sections 1.409A-1(b)(4)to the maximum extent permitted, and 1.409A-1(b)(9), and this Agreement will shall be construed to the greatest extent possible as consistent with those provisionsinterpreted accordingly. However, and to the extent not so exempt, this Agreement (and that any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments payment or benefit under this Agreement (whether severance paymentsis subject to Code Section 409A, if anyit is intended to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, or otherwise) such modification shall be treated as made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding anything herein to the contrary, to the extent that a right payment or benefit is subject to receive Code Section 409A, a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following in connection with a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean a “separation from service. In no event may Executive.” If Executive is a “specified employee” within the meaning of Code Section 409A, directly the payment of any amounts or indirectlybenefits in connection with a “separation from service” during the first six months and one day following the date of termination that constitute “nonqualified deferred compensation” within the meaning of Code Section 409A shall not be paid until the date that is six (6) months and one day following such termination to the extent necessary to avoid adverse tax consequences under Code Section 409A, designate and, if such payments are required to be so deferred, the calendar year first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled to during the period following the date of a paymenttermination if such deferral had not been required. Notwithstanding any other provision of this Agreement to the contrary, in no event shall the timing any payment under this Agreement that constitutes “deferred compensation” for purposes of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. For purposes of Code Section 409A, and if a payment that is subject Executive’ s right to execution of the Release could be made in more than one taxable year, payment receive any installment payments pursuant to this Agreement shall be made in the later taxable year. The Company makes no representation or warranty treated as a right to receive a series of separate and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.distinct payments.

Section 409A Compliance. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Section 4 that constitute "deferred compensation" within the meaning of Section 409A of the Internal Revenue Code and the regulations and other guidance thereunder and any state law of similar effect (acollectively "Section 409A") It will not commence in connection with Executive's termination of employment unless and until Executive has also incurred a "separation from service" (as such term is intended defined in Treasury Regulation Section 1.409A-l(h) (a "Separation From Service"), unless the Company reasonably determines that any such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. The parties intend that each installment of the separation benefits under payments provided for in this Agreement is a separate "payment" for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, the parties intend that payments of the Separation Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-l(b)(4), 1.409A-l(b)(5) and 1.409A-1(b )(9). Executive and the Company agree to use their best efforts to amend the terms of this Agreement from time to time as may be necessary to avoid the imposition of penalties or additional taxes under Section 409A of the Internal Revenue Code Code; provided, however, any such amendment will provide Executive substantially equivalent economic payments and benefits as set forth herein and will not in the aggregate, materially increase the cost to, or liability of, the Company hereunder. However, if the Company determines that the Separation Benefits constitute "deferred compensation" under Section 409A and Executive is, on the termination of 1986service, a "specified employee" of the Company or any successor entity thereto, as amended (“such term is defined in Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4)then, and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and solely to the extent not so exemptnecessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Separation Benefits payments will be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s execution ' s Separation From Service, or (ii) the date of Executive' s death (such applicable date, the "Specified Employee Initial Payment Date"), the Company (or the successor entity thereto, as applicable) will (A) pay to Executive a lump sum amount equal to the sum of the Release, directly or indirectly, result in Separation Benefits payments that Executive would otherwise have received through the Executive designating Specified Employee Initial Payment Date if the calendar year commencement of the payment of any amounts of deferred compensation subject the Separation Benefits had not been so delayed pursuant to this Section 409A, and if a payment that is subject to execution (B) commence paying the balance of the Release could be made separation benefits in more than one taxable year, accordance with the applicable payment shall be made schedules set forth in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Agreement.

Section 409A Compliance. (a) It The intent of the parties is intended that any payments and benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder to the maximum extent permitted, this Agreement shall at all times be considered interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding anything herein to the contrary, a separate and distinct payment. A termination of employment shall not be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following in connection with a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean a “separation from service. In no event may Executive.” Further, directly or indirectlyif, designate on the calendar year date of a payment“separation from service” (as defined in Code Section 409A), Employee is a “specified employee” (as defined in Code Section 409A), no amounts that would constitute deferred compensation payable hereunder that are subject to Code Section 409A shall be made until the earliest date on which payment is permissible under 409A(a)(2)(B)(i) (the six (6)-month delay rule for specified employees). To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year in which such expenses were incurred by Employee, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for ​ ​ reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding any other provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of any payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement that constitutes “deferred compensation subject to compensation” for purposes of Code Section 409A but does not satisfy an exemption from, or the conditions of, be subject to offset by any other amount unless otherwise permitted by Code Section 409A.409A. ***** ​ ​ ​ ​ ​

Section 409A Compliance. (a) It The Employment Agreement is intended to comply and shall be administered in a manner that any benefits under this Agreement satisfy, is intended to the greatest extent possible, the exemptions from the application of comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent; to the extent that a payment and/or benefit is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Code of 1986, as amended Service with respect thereto (the “Section 409AGuidance”). Any provision of the Employment Agreement that would cause a payment and/or benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Guidance). The Executive acknowledges, provided under Treasury Regulations Sections 1.409A-1(b)(4)consents to and agrees to the joinder of the Company as a party to this Employment Agreement Term Sheet at the Effective Date. The undersigned parties hereby agree that this Employment Agreement Term Sheet, and 1.409A-1(b)(9)including the exhibits hereto, and this Agreement constitute a legally binding commitment of the parties hereto to negotiate in good faith definitive documentation containing terms that are consistent with the provisions set forth herein as soon as reasonably practicable after the date hereof. The Executive agrees that the terms of his Prior Employment Agreement, if any, that will be construed to included in the greatest extent possible as Employment Agreement shall be re-written, for purposes of clarity, consistent with those provisionsthe provisions set forth herein, and to the extent the Executive does not so exempthave a Prior Employment Agreement the terms will be the same as the terms for Executives with Prior Employment Agreements; provided, however, that if an employment agreement is not entered into between the parties as set forth above, this Term Sheet shall continue in full force and effect until such time that an employment agreement is entered into between the parties consistent with the provisions set forth herein; provided further, that if the Merger Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under is terminated this Agreement (whether severance payments, if any, or otherwise) Term Sheet shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty void ab initio and shall have no liability further force or effect. The existence of this Term Sheet shall in no way prevent the Executive from fulfilling his existing fiduciary and employment obligations to the Company pending the Effective Date. Prior to the Effective Date, Moon Sub and the Executive will not amend or any other person if any compensation under modify this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption fromTerm Sheet, or enter into an employment agreement which amends or modifies the terms and conditions ofof this Term Sheet, Code Section 409A.or waive any rights of any party hereunder, without the prior consent of Moon. Moon is intended to be, and shall be, a third-party beneficiary of this provision, with full rights of enforcement. This Employment Agreement Term Sheet may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile transmission of any signed original document shall be deemed the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmission by signing a duplicate original document. [Remainder of page intentionally left blank] Dated December 7, 2005 Solstice Holdings LLC By: /s/ Xxxxx X. Xxxxxx Its: Manager and Chief Executive Officer Executive /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx

Section 409A Compliance. (a) It The intent of the parties is intended that any payments and benefits under this Agreement satisfycomply with, to the greatest extent possibleor be exempt from, the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (“collectively "Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder") will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder to the maximum extent permitted, this Agreement shall at all times be considered a separate limited, construed and distinct paymentinterpreted in accordance with such intent. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “"separation from service” " within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “"termination,” “" "termination of employment” ," "termination of the Term" or like terms shall mean "separation from service." The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, US Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. In no event may ExecutiveIt is intended that each installment, directly if any, of the payments and benefits provided hereunder shall be treated as a separate "payment" for purposes of Section 409A. Neither the Company nor you shall have the right to accelerate or indirectlydefer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A; and if, designate as of the calendar year date of the "separation from service," you are a payment. Notwithstanding "specified employee" (within the meaning of that term under Section 409A(a)(2)(B) of the Code, or any successor provision thereto), then with regard to any payment or the provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment benefit that is subject to execution this section (whether under this Agreement, or pursuant to any other agreement with or plan, program, payroll practice of the Release could Company) and is due upon or as a result of your separation from service, such payment or benefit shall not be made or provided, to the extent making or providing such payment or benefit would result in more additional taxes or interest under Section 409A, until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service," and (B) the date of the your death (the "Delay Period") and this Agreement and each such agreement, plan, program, or payroll practice shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. All reimbursements and in-kind benefits provided under this Agreement or otherwise to you shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All expenses or other reimbursements paid pursuant herewith and therewith that are taxable income to you shall in no event be paid later than one the end of the calendar year next following the calendar year in which you incur such expense or pay such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, payment provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be made on or before the last day of your taxable year following the taxable year in which the later taxable yearexpense occurred. The Company makes no representation or warranty If the terms and shall have no liability conditions set forth above accurately reflect the understanding between you and the Company, please execute a copy of this letter agreement and return it to acknowledge your agreement to the foregoing. HIGHER ONE HOLDINGS, INC. By: _/s/ Xxxx Xxxxxxx______________ Name: Xxxx Xxxxxxx Title: Chief Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Officer Agreed & Accepted: _/s/ Xxxxxxxxxxx Xxxx_____________

Section 409A Compliance. (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of termination to be a “specified employee” for purposes of employment Section 409A(a)(2)(B)(i), and if any of the payments set forth herein are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be deemed provided prior to have occurred for purposes the earliest of (i) the expiration of the six-month period measured from the date of termination, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be paid in a lump sum, and any provision of this Agreement providing for the payment of remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.so deferred.

Section 409A Compliance. (a) It The intent of the parties is intended that any payments and benefits under this Agreement satisfycomply with, to the greatest extent possibleor be exempt from, the exemptions from the application of Code Section 409A of and the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), regulations and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed consistent with such intent. The Company makes no representations that the payments and benefits provided under this Agreement comply with, or are exempt from, Code Section 409A. In no event whatsoever shall the Company its directors, officers, employees or agents be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Any payment or installment made under this Agreement and any amount that is paid as a short-term deferral, within the meaning of Treasury Regulation Section 1.409A-1(b)(4), will each installment payment hereunder shall at all times be considered a treated as separate and distinct payment. A payments for purposes of Section 409A. Any payments to be made under this Agreement that are considered non-exempt “deferred compensation” under Code Section 409A upon a termination of employment shall not only be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits made upon or following a termination of employment unless such termination is also a “"separation from service” within the meaning of " under Section 409A and, for 409A. For purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, as applicable and terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. In no event may ExecutiveWhenever a payment under this Agreement specifies a payment period with reference to a number of days, directly or indirectly, designate the calendar year actual date of a paymentpayment within the specified period shall be within the sole discretion of the Company. Notwithstanding any provision of anything in this Agreement to the contrary, in no event shall the timing of if any payment or benefit that constitutes non-exempt “deferred compensation” under Code Section 409A would otherwise be provided under this Agreement due to the Executive’s execution of separation from service during a period in which he is a “specified employee” (as defined in Code Section 409A and the Releaseassociated final regulations), directly or indirectlythen, result in to the Executive designating the calendar year of payment of any amounts of deferred compensation subject to extent required by Code Section 409A, and such payments or benefits will be delayed, to the extent applicable, until six months after the Executive’s separation from service or, if a payment that is subject earlier, the Executive’s death (the “409A Deferral Period”). If such payments are otherwise due to execution of the Release could be made in more than one taxable yearinstallments during the 409A Deferral Period, payment the payments that would otherwise have been made in the 409A Deferral Period will be accumulated and paid in a lump sum during the seventh month following the Executive’s separation from service, and the balance of the payments will be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at the Executive’s expense, with the Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits will be provided as otherwise scheduled. With respect to any reimbursement or in-kind benefit provided to the Executive pursuant to this Agreement that constitutes deferred compensation for purposes of Code Section 409A, the following conditions shall be applicable (except as otherwise permitted by Code Section 409A): (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the later Executive, (ii) any right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A..

Section 409A Compliance. (a) It is intended that Unless otherwise expressly provided, any benefits under payment of compensation by Company to Executive, whether pursuant to this Agreement satisfyor otherwise, shall be made on or before the fifteenth (15th) day of the third (3rd) month after the later of the end of the calendar year or the end of Company’s fiscal year in which Executive’s right to the greatest extent possiblesuch payment vests (i.e., the exemptions from the application is not subject to a “substantial risk of forfeiture” for purposes of Code - Section 409A of the Internal Revenue Code of 1986, as amended and the regulations thereunder (“Section 409A”)). To the extent that any severance payments (including payments on termination for “Good Reason”) come within the definition of “involuntary severance” under Section 409A, provided such amounts up to the lesser of two times Executive’s annual compensation for the year preceding the year of termination as determined under Treasury Regulations Sections 1.409A-1(b)(4)Section 409A or two times the limit under Code Section 401(a)(17) for the year of termination, shall be excluded from “deferred compensation” as allowed under Section 409A, and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed subject to have occurred for purposes the Section 409A compliance requirements in the following paragraph. All payments of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from servicenonqualified deferred compensation” (within the meaning of Section 409A and409A) by Company to Executive are intended to comply with the requirements of Section 409A, and shall be interpreted consistent therewith. Neither party individually or in combination may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. In the event that Executive is determined to be a “key employee” (as defined in Code Section 416(i) (without regard to paragraph (5) thereof) of Company at a time when its stock is deemed to be publicly traded on an established securities market for purposes of any Section 409A, payments determined to be “nonqualified deferred compensation” payable following termination of employment shall be made no earlier than the earlier of (i) the last day of the sixth (6th) complete calendar month following such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” , or like terms (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall mean separation from service. In no event may Executive, directly or indirectly, designate be paid out in a single lump sum at the calendar year end of a paymentsuch required delay period in order to catch up to the original payment schedule. Notwithstanding any provision of this Agreement anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in no event shall compliance with Section 409A. It is the timing of intent that the Executive’s execution of Parties that the Release, directly or indirectly, result Agreement be interested to comply in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to all respects with Code Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable yearhowever, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability or further obligation to Executive in the Executive event taxes or excise taxes may ultimately be determined to be applicable to any other person if any compensation payment under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Agreement.

Section 409A Compliance. (a) It is intended that any the payment of benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and described in this Agreement will be construed to the greatest extent possible as consistent comply with those provisions, Section 409A and to the extent not so exempt, this all guidance and regulations thereunder. This Agreement (and any definitions hereunder) will at all times be construed in a manner that complies to comply with Section 409A. For purposes 409A and should any provision be found not in compliance with Section 409A, you hereby agree to any changes to the terms of this Agreement reasonably deemed necessary and required by the Company to achieve compliance with Section 409A, including any applicable exemptions. In no event will any payment pursuant to this Agreement that is considered “deferred compensation” within the meaning of Section 409A, and that does not satisfy any of the applicable exemptions under Section 409A, be accelerated or delayed in violation of Section 409A. If you are a “specified employee,” as defined in Section 409A (includingand Section 4(c) below, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), at the Executive’s right time that payments to receive any installment payments you under this Agreement (whether severance paymentsare to commence, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment no payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of under this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination that is also a considered to be “separation from servicedeferred compensation” within the meaning of Section 409A andthat does not satisfy any of the applicable exemptions under Section 409A may be made before the date that is six (6) months after your separation from service (or death, for purposes of if earlier). To the extent that payments to you under this Agreement are subject to the six-month delay rule, all payments that would have been made to you during the six (6) months following your separation from service will be accumulated and paid to you during the seventh (7th) month following your separation from service, and any such provision remaining payments due will be made in their ordinary course according to the terms of this Agreement, references . The Company will notify you if you are subject to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from servicethe six (6) month delay rule. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement shall amounts be paid to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject you pursuant to Section 409A, 2(a) unless you incur a separation from service within the meaning of Section 409A(a)(2)(A)(i) and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Treasury Regulations promulgated thereunder.

Section 409A Compliance. (a) It This Agreement is intended that any benefits under this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”), provided and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury Regulations Sections regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and 1.409A-1(b)(9)for such purposes, and this Agreement will be construed each payment to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments Executive under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment employment” such term and similar terms shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a refer to Executive’s “separation from service,” within the meaning of Section 409A and, for purposes of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any such of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision of in this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contraryextent any payments made or contemplated hereunder constitute nonqualified deferred compensation, in no event shall within the timing meaning of the Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of the Releasea release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, directly shall be paid or indirectly, result provided in the later of the two taxable years and (ii) if Executive designating is a specified employee (within the calendar year meaning of payment Section 409A of any amounts the Code) as of deferred compensation subject to Section 409Athe date of Executive’s separation from service, and if a each such payment that is subject payable upon Executive’s separation from service and would have been paid prior to execution the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) the first day of the Release could be made in more than one taxable year, payment shall be made in seventh month following Executive’s separation from service or (B) the later taxable yeardate of Executive’s death. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.​ ​

Section 409A Compliance. (a) It The intent of the parties is intended that any payments and benefits under this Agreement satisfycomply with, to the greatest extent possibleor be exempt from, the exemptions from the application requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (collectively “Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder to the maximum extent permitted, this Agreement shall at all times be considered a separate limited, construed and distinct paymentinterpreted in accordance with such intent. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment,” “termination of the Term” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, US Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. In no event may ExecutiveIt is intended that each installment, directly if any, of the payments and benefits provided hereunder shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor you shall have the right to accelerate or indirectlydefer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A; and if, designate as of the calendar year date of the “separation from service,” you are a payment. Notwithstanding “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code, or any successor provision thereto), then with regard to any payment or the provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment benefit that is subject to execution this section (whether under this Agreement, or pursuant to any other agreement with or plan, program, payroll practice of the Release could Company) and is due upon or as a result of your separation from service, such payment or benefit shall not be made or provided, to the extent making or providing such payment or benefit would result in more additional taxes or interest under Section 409A, until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service,” and (B) the date of the your death (the “Delay Period”) and this Agreement and each such agreement, plan, program, or payroll practice shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. All reimbursements and in-kind benefits provided under this Agreement or otherwise to you shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All expenses or other reimbursements paid pursuant herewith and therewith that are taxable income to you shall in no event be paid later than one the end of the calendar year next following the calendar year in which you incur such expense or pay such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, payment provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be made on or before the last day of your taxable year following the taxable year in which the later taxable yearexpense occurred. The Company makes no representation or warranty If the terms and shall have no liability conditions set forth above accurately reflect the understanding between you and the Company, please execute a copy of this letter agreement and return it to acknowledge your agreement to the foregoing. HIGHER ONE HOLDINGS, INC. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.Officer Agreed & Accepted: /s/ Xxxxxxxxxxx Xxxx Xxxxxxxxxxx Xxxx