Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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, such reimbursement shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.

Section 409A Compliance. It is intended that all benefits The following rules shall apply, to the extent necessary, with respect to distribution of the payments and compensation payable benefits, if any, to be provided to the Executive under this Agreement. Subject to the provisions in this Section, the severance payments pursuant to this Agreement are exempt shall begin only upon the date of the Executive's “separation from or, alternatively, service” (determined as set forth below) which occurs on or after the date of the Executive's termination of employment. (a) This Agreement is intended to comply with Code Section 409A (to the extent applicable) and any legally binding guidance promulgated under Code Section 409Athe parties hereto agree to interpret, including, without limitation, the Final Treasury Regulations), apply and administer this Agreement will be interpreted, administered in the least restrictive manner necessary to comply therewith and operated accordingly. In without resulting in any increase in the event amounts owed hereunder by the Company. (b) It is intended 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 each installment 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 severance payments and none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes benefits provided under Code Section 409A, the Consultant’s right to receive any payments pursuant to this Agreement shall be treated as a separate “payment” for purposes of Section 409 A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither the Executive nor the Company shall have the right to receive a series accelerate or defer the delivery of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference any such payments or benefits except to a number the extent specifically permitted or required by Section 409A. (c) If, as of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a Executive's “separation from service” under Code from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary409 A), if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A then each installment of the Code severance payments and that benefits shall be made on the Consultant dates and terms set forth in this Agreement. (d) If, as of the date of the Executive's “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then: (i) Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short- term deferral period (as defined in Section 409A(a)(2)(B)(i409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-l(b)(4) to the maximum extent permissible under Section 409A; and (ii) Each installment of the Code severance payments and benefits due under this Agreement that is not described in Section 7(d)(i) above and that would, absent this subsection, be paid within the regulations six-month period following the Executive's “separation from service” from the Company shall not be paid until the date that is six months and other guidance issued thereunderone day after such separation from service (or, then if earlier, the Executive's death), with any such termination paymentsinstallments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive's separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1 (b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-l(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. (e) The determination of whether and when the Executive's separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this Section, “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-l(h)(3). (f) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that they such reimbursements or in-kind benefits are nonqualified deferred compensation subject to Section 409A 409A, including, where applicable, the requirements 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 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, such reimbursement shall be provided no later than December 31 of the calendar year following the year in which the expense was incurred. The amount of expenses reimbursed in one year is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. (g) Notwithstanding anything herein to the contrary, the Company shall not affect have no liability to the amount eligible for reimbursement in Executive or to any subsequent year. The amount of any in-kind other person if the payments and benefits provided in one year shall this Agreement that are intended to be exempt from or compliant with Section 409A are not affect the amount of in-kind benefits provided in any other yearso exempt or compliant.

Section 409A Compliance. It (a) This Agreement is intended to provide payments that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply or compliant with Code the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any legally binding guidance promulgated related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Each payment under Code this Agreement is intended to be excepted from Section 409A, including, without limitationbut not limited to, by compliance with the Final short-term deferral exception as specified in Treasury RegulationsRegulation § 1.409A-1(b)(4), and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, administered and operated accordingly. In the event that any or construed). (b) All reimbursements or 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any payments in-kind benefits pursuant to this Agreement shall be treated as made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a right specified time or on a fixed schedule relative to receive a series of separate and distinct paymentspermissible payment event. Whenever a payment Specifically, the amount reimbursed or in-kind benefits provided under this Agreement specifies during the Executive’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a payment period with reference to lifetime maximum under a number of daysgroup health plan), the actual date reimbursement of payment within the specified period an eligible expense shall be within made on or before the sole discretion last day of the Company. A “termination Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of engagement” in-kind benefit is not subject to liquidation or exchange for another benefit. (or any other term c) For all purposes of this Agreement, the Executive shall be considered to that to that effect) under this Agreement shall mean have terminated employment with the Company when the Executive incurs a “separation from service” under with the Company within the meaning of Code Section 409A and Final Treasury Regulation 1.409A-1(h409A(a)(2)(A)(i). (d) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (parties agree that any benefit or its delegate) determines in its discretion that termination payments due benefits under this Agreement that the Company determines are “nonqualified deferred compensation” subject to the suspension period under Code Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the extent that they are nonqualified deferred compensation subject to Section 409A of the Code shall not be paid on or commence until the first payroll business day next following the earlier of (i) the date that is six months and one day following the date of the seventh month following the month in which the ConsultantExecutive’s termination occurs. For purposes of this Agreementemployment, whether (ii) 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, such reimbursement shall be provided no later than December 31 date of the year following Executive’s death or (iii) such earlier date as complies with the year in which the expense was incurred. The amount requirements of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.Section 409A.

Section 409A Compliance. It Payments under this Agreement are designed to be made in a manner that is intended exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that all benefits and compensation payable the settlement of an RSU Share pursuant to this Agreement are exempt from or, alternatively, comply with is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (and any legally binding guidance promulgated “409A Taxes”) as applicable at the time such settlement is otherwise required under Code Section 409Athis Agreement, including, without limitation, then such payment may be delayed to the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordinglyextent necessary to avoid 409A Taxes. In particular: (a) if the event that any provision of this Agreement Employee 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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 specified employee within the specified period shall be within the sole discretion meaning of the Company. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the regulations benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and other guidance issued thereunderintended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, then such termination paymentsif any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent that they are nonqualified deferred compensation subject to permissible under Section 409A of the U.S. Internal Revenue Code shall be paid on without the first payroll date imposition 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, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred409A Taxes. The amount establishment and funding of expenses reimbursed in one year such trust shall not affect the amount eligible for reimbursement in any subsequent year. The amount obligation of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearCompany to pay the Delayed Cash Payment pursuant to this Section 19.

Section 409A Compliance. It (a) This Agreement is intended to provide payments that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply or compliant with Code the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any legally binding guidance promulgated related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Each payment under Code this Agreement is intended to be excepted from Section 409A, including, without limitationbut not limited to, by compliance with the Final short-term deferral exception as specified in Treasury RegulationsRegulation § 1.409A-1(b)(4), and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, administered and operated accordingly. In the event that any or construed). (b) All reimbursements or 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any payments in-kind benefits pursuant to this Agreement shall be treated as made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a right specified time or on a fixed schedule relative to receive a series of separate and distinct paymentspermissible payment event. Whenever a payment Specifically, the amount reimbursed or in-kind benefits provided under this Agreement specifies during the General Counsel’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a payment period with reference to lifetime maximum under a number of daysgroup health plan), the actual date reimbursement of payment within the specified period an eligible expense shall be within made on or before the sole discretion last day of the Company. A “termination General Counsel’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of engagement” in-kind benefit is not subject to liquidation or exchange for another benefit. (or any other term c) For all purposes of this Agreement, the General Counsel shall be considered to that to that effect) under this Agreement shall mean have terminated employment with the Company when the General Counsel incurs a “separation from service” under with the Company within the meaning of Code Section 409A and Final Treasury Regulation 1.409A-1(h409A(a)(2)(A)(i). (d) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (parties agree that any benefit or its delegate) determines in its discretion that termination payments due benefits under this Agreement that the Company determines are “nonqualified deferred compensation” subject to the suspension period under Code Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the extent that they are nonqualified deferred compensation subject to Section 409A of the Code shall not be paid on or commence until the first payroll business day next following the earlier of (i) the date that is six months and one day following the date of the seventh month following the month in which the ConsultantGeneral Counsel’s termination occurs. For purposes of this Agreementemployment, whether (ii) 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, such reimbursement shall be provided no later than December 31 date of the year following General Counsel’s death or (iii) such earlier date as complies with the year in which the expense was incurred. The amount requirements of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.Section 409A.

Section 409A Compliance. It is intended The parties intend that all payments and benefits and compensation payable pursuant to under this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 parentwith, or their respective subsidiariesremain exempt from, 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 none the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Corporation be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. (i) A termination of employment shall mean a “separation from service” within the foregoing guarantees meaning of Section 409A and, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that the Agreement is exempt from or complies with Code Section 409A. For all purposes term under Code Section 409A(a)(2)(B), then with regard to any payment or benefit subject to Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death, to the extent required under Section 409A. Any such payments and benefits shall be paid or reimbursed to Executive in a lump sum on the first business day following expiration of the delay period, 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. (ii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the Consultantlast day of the taxable year following the taxable year in which such expenses were incurred by Executive, (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. (iii) For purposes of 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 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. A “termination Corporation. (iv) To the extent that the consideration period and revocation period for any release extends over more than one tax year, all payments will be made in the later tax year following the expiration of engagement” revocation period, subject to the remaining requirements of the release. (or any other term to that to that effectv) No payment under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset unless otherwise permitted by Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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, such reimbursement shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.409A.

Section 409A Compliance. It is intended that all of the severance benefits and compensation other payments payable pursuant to under this Agreement are exempt satisfy, to the greatest extent possible, the exemptions from or, alternatively, comply with the application of Internal Revenue Code Section 409A (provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations1.409A-1(b)(9), and this Agreement will be interpreted, administered and operated accordinglyconstrued to the greatest extent possible as consistent with those provisions. In the event that any provision For purposes of this Agreement is inconsistent with Code Section 409A or such guidance(including, then the applicable provisions without limitation, for purposes of Code Treasury Regulation Section 409A shall supersede such inconsistent provision. In accordance with the foregoing1.409A-2(b)(2)(iii)), 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the ConsultantExecutive’s right to receive any installment payments pursuant to under this Agreement shall (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereofpayment. Notwithstanding any other provision of this Agreement to the contrarycontrary in this letter, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A Executive is deemed by the Company at the time of the Code and that the Consultant is Separation from Service to be a “specified employee” as defined for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company 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) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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” related adverse taxation under Code Section 409A, such reimbursement shall payments will not be provided no later than December 31 to the Executive prior to the earliest of (i) the expiration of the year six-month period measured from the date of the Separation from Service with the Company, (ii) the date of the 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 year expiration of such applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph will be paid in which a lump sum to the expense was incurred. The amount of expenses reimbursed Executive, and any remaining payments due will be paid as otherwise provided herein or in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearapplicable agreement.

Section 409A Compliance. It This Agreement is intended that all to comply with Section 409A of the Code and the treasury regulations and other official guidance promulgated thereunder (“Section 409A”), and shall be construed and interpreted in accordance with such intent. The Change in Control payments and benefits and compensation payable pursuant to set forth in this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code intended to fit within the “short-term deferral exception” to Section 409A, including, without limitation, the Final Treasury Regulations), and shall at all times be interpreted and administered in furtherance of this Agreement will be interpreted, administered and operated accordinglyintent. In the 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 whatsoever shall the Company, Company (or its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, agents, advisors or agents have representatives) be liable for any liability additional tax, interest or penalty that may be imposed on the Employee by Section 409A or damages for failure of this Agreement failing to be exempt from or comply with Code Section 409A and none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code of Section 409A, the ConsultantEmployee’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. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. 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 engagement” (To the extent that reimbursements or any other term to that to that effect) in-kind benefits under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are constitute “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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 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, such reimbursement (A) all expenses or other reimbursements hereunder shall be provided no later than December 31 made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for Employee, (B) any right to reimbursement in any subsequent year. The amount of any or in-kind benefits provided in one year shall not affect the amount of 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.. To the extent any compensation or benefits under this Agreement constitutes “nonqualified deferred compensation” for purposes of Section 409A, if required to comply with Section 409A, a Change in Control shall not be deemed to have occurred unless the transaction or event constituting the Change in Control also constitutes a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A.

Section 409A Compliance. It (a) The parties believe that, if amounts are paid at the time or times indicated in this Agreement, the payments will not be required to be delayed for six months under 409(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding anything to the contrary in this Agreement, however, if, at the time of the Executive’s “separation from service” within the meaning of Section 409A of the Code, the Company determines that the Executive is intended a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then, to the extent any payment or benefit that all benefits the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and compensation payable such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. (b) To the extent that any payment or benefit under or pursuant to this Agreement are exempt is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from or, alternatively, service” to the extent necessary to comply with Code Section 409A of the Code. The determination of whether and when a “separation from service” has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A 1(h). Each payment made under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and c) The parties intend that this Agreement will be interpreted, administered and operated accordinglyin accordance with Section 409A of the Code. In To the event extent that any provision of this Agreement is inconsistent ambiguous as to its compliance with Code Section 409A or of the Code, the provision shall be read in such guidance, then the applicable provisions of Code a manner so that all payments hereunder comply with 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 Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to be exempt from or comply fully with Code Section 409A and none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that all related rules and regulations in order to preserve the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(ipayments and benefits provided hereunder. (d) of the Code The Company makes no representation or warranty and the regulations and other guidance issued thereunder, then such termination payments, shall have no liability to the extent that they Executive or any other person if any provisions of this Agreement are nonqualified determined to constitute deferred compensation subject to Section 409A of the Code shall be paid on but do not satisfy an exemption from, or 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 409Aconditions of, such reimbursement shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearSection.

Section 409A Compliance. It (1) The intent of the parties is intended that all payments and benefits and compensation payable pursuant to under this Agreement are exempt from orcomply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, alternativelyaccordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on You by Code Section 409A or damages for failing to comply with Code Section 409A. (2) If required by Code Section 409A (and any legally binding guidance promulgated under due to You being a “specified employee” as defined in Code Section 409A, including, without limitation, any amounts payable to You during the Final Treasury Regulations), first six months and this Agreement will one day following the date of termination pursuant to Section 4(b) shall be interpreted, administered deferred until the date which is six months and operated accordingly. In one day following such termination (and the event first such cash payment shall include payment of all amounts that any provision otherwise would have been due prior thereto under the terms of this Agreement is inconsistent had such payments commenced immediately upon Your termination of employment, and any payments thereafter shall continue as provided herein). (3) For purposes of compliance 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, (i) all expenses or other reimbursements under this Agreement shall be made on or prior to the Consultant’s last day of the taxable year following the taxable year in which such expenses were incurred by You, (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. (4) For purposes of Code Section 409A, Your right to receive any payments installment payment 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. A “termination of engagement” . (or any other term to that to that effect5) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due no event shall any payment under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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 for purposes of Code Section 409A, such reimbursement shall 409A 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in subject to offset by any other year.amount unless otherwise permitted by Code Section 409A.

Section 409A Compliance. It is intended that all (a) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 paid or comply with Code Section 409A and none of provided to the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409AEmployee, the Consultant’s right to receive any payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment if any, under this Agreement specifies a payment period that, when considered together with reference to a number any other severance payments or separation benefits, are considered deferred compensation under Section 409A of daysthe Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the actual date of payment within “Deferred Payments”) will be paid or provided until the specified period shall be within the sole discretion of the Company. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Employee, if any, under Code this Agreement that otherwise would be exempt from Section 409A pursuant to Section 1.409A-1(b)(9) of the Treasury Regulations will be payable until the Employee has a “separation from service” within the meaning of Section 409A and Final Treasury Regulation Section 1.409A-1(h) and of the default presumptions thereof. Notwithstanding any other provision Treasury Regulations. (b) It is intended that none of the severance payments or benefits under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in paragraph (d) below or resulting from an involuntary separation from service as described in paragraph (e) below. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Payment or payment made upon a separation from service. Any severance payments or benefits payable pursuant to this Agreement will be payable as provided in Section 9(d). (c) Notwithstanding anything to the contrarycontrary in this Agreement, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following the Employee’s separation from service, will become payable on the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of the Employee’s death following the Employee’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as defined soon as administratively practicable after the date of the Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 409A(a)(2)(B)(i1.409A-2(b) of the Code Treasury Regulations. (d) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of paragraph (a) above. (e) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of paragraph (a) above. (f) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. The Company and the regulations Employee agree to work together in good faith to consider amendments to this Agreement and other guidance issued thereunderto take such reasonable actions which are necessary, then such termination payments, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to the extent Employee under Section 409A. In no event will the Company reimburse the Employee for any taxes that they are nonqualified deferred compensation subject to Section 409A of the Code shall may be paid imposed on the first payroll date Employee as a result of the seventh month following the month in which the Consultant’s termination occurs. Section 409A. (g) For purposes of this Agreement, whether the Consultant is a “specified employeeSection 409A Limit” will be determined in accordance with written procedures adopted by mean the Board. Notwithstanding any other provision lesser of this Agreement two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the contrary, to Employee during the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be provided no later than December 31 Company’s taxable year preceding the Company’s taxable year of the year following Employee’s termination of employment as determined under Section 1.409A-1(b)(9)(iii)(A)(1) of the Treasury Regulations and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearEmployee’s employment is terminated.

Section 409A Compliance. It is intended that all benefits The following rules shall apply, to the extent necessary, with respect to distribution of the payments and compensation payable benefits, if any, to be provided to Executive under this Agreement. Subject to the provisions in this Paragraph, the severance payments pursuant to this Agreement are shall begin only upon the date of Executive’s “separation from service” (determined as set forth below) which occurs on or after the date of Executive’s termination of employment. 20.1. This Agreement is intended to be exempt from or, alternatively, or to comply with Code Section 409A (to the extent applicable) and any legally binding guidance promulgated under Code Section 409Athe parties hereto agree to interpret, including, without limitation, the Final Treasury Regulations), apply and administer this Agreement will in the least restrictive manner necessary to comply therewith or be interpreted, administered exempt therefrom and operated accordinglywithout resulting in any increase in the amounts owed hereunder by Company. 20.2. In the event It is intended 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 each installment 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 severance payments and none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes benefits provided under Code Section 409A, the Consultant’s right to receive any payments pursuant to this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither Executive nor Company shall have the right to receive a series accelerate or defer the delivery of separate and distinct paymentsany such payments or benefits except to the extent specifically permitted or required by Section 409A. 20.3. Whenever a payment under this Agreement specifies a payment period with reference to a number If, as of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a Executive’s “separation from service” under Code from Company, Executive is not a “specified employee” (within the meaning of Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary409A), if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A then each installment of the Code severance payments and that benefits shall be made on the Consultant dates and terms set forth in this Agreement. 20.4. If, as of the date of Executive’s “separation from service” from Company, Executive is a “specified employee” (within the meaning of Section 409A), then: 20.4.1. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A(a)(2)(B)(i409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and 20.4.2. Each installment of the Code severance payments and benefits due under this Agreement that is not described in above and that would, absent this provision, be paid within the regulations six-month period following Executive’s “separation from service” from Company shall not be paid until the date that is six months and other guidance issued thereunderone day after such separation from service (or, then if earlier, Executive’s death), with any such termination paymentsinstallments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A- 1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A- 1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. 20.5. The determination of whether and when Executive’s separation from service from Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Paragraph 20, “Company” shall include all persons with whom Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3). 20.6. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that they such reimbursements or in-kind benefits are nonqualified deferred compensation subject to Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during 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 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, such reimbursement shall be provided no later than December 31 of the calendar year following the year in which the expense was incurredis incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. 20.7. The amount of expenses reimbursed in one year Notwithstanding anything herein to the contrary, Company shall not affect have no liability to Executive or to any other person if the amount eligible for reimbursement in any subsequent year. The amount of any in-kind payments and benefits provided in one year shall this Agreement that are intended to be exempt from or compliant with Section 409A are not affect the amount of in-kind benefits provided in any other yearso exempt or compliant.

Section 409A Compliance. It is intended that all benefits (i) This Agreement shall be interpreted and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the event in a manner so that any provision of this Agreement amount or benefit payable hereunder shall be paid or provided in a manner that 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 either exempt from or comply compliant with Code Section 409A and none the requirements of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and that applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) tax treatment of the Code and benefits provided under the regulations and Agreement is not warranted or guaranteed. Neither SBH nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other guidance issued thereunder, then such termination payments, to monetary amounts owed by Executive as a result of the extent that they are nonqualified deferred compensation subject to application of Section 409A of the Code shall be paid on the first payroll date of the seventh month following the month Code. (ii) Notwithstanding anything 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 amount or benefit that would constitute non-exempt “deferred compensation” under for purposes of Section 409A of the Code Section 409A(“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such reimbursement shall Non-Exempt Deferred Compensation will not be provided no later than December 31 payable or distributable to Executive by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service,” in Section 409A of the year following the year in which the expense was incurredCode and applicable regulations (without giving effect to any elective provisions that may be available under such definition). The amount of expenses reimbursed in one year shall This provision does not affect the dollar amount eligible for reimbursement in any subsequent year. The amount or prohibit the vesting of any inNon-kind benefits provided Exempt Deferred Compensation upon a termination of employment, however defined. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made at the time and in one year shall not affect the form that would have applied absent the non-409A-conforming event. (iii) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by SBH under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (A) the amount of insuch Non-kind benefits Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”); and (B) the normal payment or distribution schedule for any other yearremaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder; provided, however, that SBH’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or a committee thereof, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of SBH.

Section 409A Compliance. It (i) To the extent that any payment or benefit under this Agreement is subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), it is intended that this Agreement as applied to that payment or benefit comply in all respects with the requirements of Code Section 409A, and that the Agreement shall be administered and interpreted consistent with that intent. Xxxxxxx and the Executive agree to work together in good faith to limit or avoid any taxes, penalties or excise taxes applicable to payment and benefits under this Agreement in compliance with Section 409A; however, Windsor and its affiliates shall have no liability to the Executive, or his successor or beneficiary, in the event that taxes, penalties or excise taxes are ultimately determined to be applicable to any payment or benefit received by the Executive nor for reporting in good faith any payment of benefit as subject to Code Section 409A. (ii) Notwithstanding any provision to the contrary in this Agreement, no amount that is nonqualified deferred compensation subject to Code Section 409A will be payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 in connection 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 termination 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 none Executive’s employment unless the termination of the foregoing guarantees that Executive’s employment constitutes a “separation from service” within the Agreement is exempt from or complies with Code meaning of Treasury Regulations Section 409A. For all 1.409A-1(h) and, for purposes under of Code Section 409A, the ConsultantExecutive’s right to receive any installment payments pursuant to this Agreement shall will be treated as a right to receive a series of separate and distinct payments. Whenever Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time of his separation from service to be a payment under this Agreement specifies “specified employee” of a payment period with reference to a number “publicly traded” company for purposes of days, the actual date of payment within the specified period shall be within the sole discretion Section 409A(a)(2)(B)(i) of the Company. A “termination of engagement” (Code, if Separation Pay or any other term payments or benefits or any portion thereof must be delayed to that to that effectavoid a prohibited distribution under Section 409A(a)(2)(B)(i) under this Agreement shall mean a of the Code, such portion of the Executive’s Separation Pay or other applicable payments or benefits will be delayed until 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 and Windsor under Code Section 409A and Final Treasury Regulation 1.409A-1(h409A, or (ii) and the default presumptions thereof. Notwithstanding any other provision date of the Executive’s death; at which time all payments delayed pursuant to this Agreement sentence will be paid in a lump sum to the contraryExecutive or, if the Board (or its delegate) determines in its discretion that termination applicable, Executive’s estate, and any remaining payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the extent that they are nonqualified deferred compensation subject to Section 409A of the Code shall will 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, such reimbursement shall be as otherwise 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearherein.

Section 409A Compliance. (a) Notwithstanding any provisions of this Agreement to the contrary, to the extent (i) any payments to which Employee becomes entitled under this Agreement, constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) Employee is deemed at the time of such termination of employment to be a “specified employee” as defined in the applicable Final Treasury Regulations under Section 409A of the Code, or any successor provision thereto, and (iii) at the time of Employee’s separation from service the Company is publicly traded (as defined in Section 409A of the Code) and the provisions of this Section 18(a) otherwise apply to Employee, then such payment or payments shall not be made or commence until the earliest of (x) the expiration of the six-month period measured from the date of Employee’s Termination Date (or, if earlier, the date of death of Employee). Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 18 shall be paid to Employee or Employee’s beneficiary in one lump sum. (b) It is intended that all benefits and compensation payable pursuant to this Agreement are comply with or be exempt from or, alternatively, comply with Code the provisions of Section 409A (of the Code and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations)Regulations and guidance of general applicability issued thereunder so as to not subject Employee to the payment of additional interest and taxes under Section 409A of the Code, and this Agreement will be interpreted, administered and operated accordingly. In the event that any provision in furtherance of this Agreement is inconsistent with Code Section 409A or such guidanceintent, 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any payments pursuant to this Agreement shall be treated as interpreted, operated and administered in a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period manner consistent 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 engagement” these intentions. (or any other term to that to that effectc) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board 28-day period (or its delegateconsisting of the 21-day review period plus the seven day revocation period) determines described in its discretion that termination payments due under paragraph 14 of this Agreement are “nonqualified deferred compensation” subject to commences in one taxable year and ends in another taxable year, the Separation Payment shall be paid beginning on the first regularly scheduled payday in the later taxable year. (d) For purposes of Section 409A of the Code Code, each payment made under this Agreement shall be treated as a separate and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code distinct payment and the regulations and other guidance issued thereunder, then such termination payments, right to the extent that they are nonqualified deferred compensation subject to Section 409A a series of the Code installment payments under this Agreement shall be paid on treated as the first payroll date right to a series 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, such reimbursement shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearseparate and distinct payments.

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effecta) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if if, at the Board (or its delegate) determines in its discretion that time of Hxxxxx’x termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of employment with the Code and that the Consultant Company, he is a “specified employee” as defined in Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code (the “Code”), and one or more of the regulations and other guidance issued thereunder, then such termination payments, payments or benefits received or to the extent that they are nonqualified be received by Hxxxxx pursuant to this Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under this Agreement until the earliest of (A) the date which is six (6) months after his “separation from service” for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of his death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code) or (C) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code) (the “Deferred Payment”). The provisions of this Section 16 shall only apply to the extent required to avoid Hxxxxx’x incurrence of any penalty tax or interest under 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 occursor any regulations or Treasury guidance promulgated thereunder. For purposes of this AgreementIn addition, whether the Consultant is a “specified employee” will be determined in accordance with written procedures adopted by the Board. Notwithstanding if any other provision of this Agreement would cause Hxxxxx to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall reform such provision to maintain to the contrary, to maximum extent practicable the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be provided no later than December 31 original intent of the year following applicable provision without violating the year provisions of Section 409A of the Code. (b) In the event the six-month delay described in which this Section 16 applies, the expense was incurred. The amount of expenses reimbursed Company shall make an irrevocable contribution in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of inthe Deferred Payment to a rabbi trust which shall take the form of the model rabbi trust described in Internal Revenue Service Revenue Procedure 92-kind benefits provided 64, which amount (along with any net income received by the trust) shall be paid by the trust to Hxxxxx on the six-month anniversary of his termination of employment, and the trust shall terminate at such time. The trustee shall be chosen by the Company in any other yearits reasonable discretion. The Company shall pay the reasonable expenses of establishing and maintaining the trust.

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of the Plan or this Agreement to the contrary, if the Board (Plan and this Agreement shall be construed or deemed to be amended as necessary to comply with the requirements of Section 409A of the Code, to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan and this Agreement and shall interpret the terms of each consistently therewith. 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 delegate) determines in its discretion that termination payments due under this Agreement are affiliates, is determined by the Company to constitute “nonqualified non-qualified deferred compensation” subject to Section 409A and is payable to Employee by reason of the Code 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 Section 409A under applicable regulations and that the Consultant (b) if Employee is a “specified employee” (within the meaning of Section 409A and as defined in Section 409A(a)(2)(B)(i) determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the extent that they are nonqualified deferred compensation subject to Employee’s Xxxxxx Engineering Group Inc. Restricted Stock Unit Agreement-EPS Page 5 of 13 separation from service (or Employee’s earlier death). Each payment under this Agreement will be treated as a separate payment under 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, such reimbursement shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearCode.

Section 409A Compliance. It (a) The intent of the parties is intended that all payments and benefits and compensation payable pursuant to under this Agreement are exempt from orcomply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, alternativelyaccordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. 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 409A. (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will b) A termination of employment shall not be interpreted, administered and operated accordingly. In the event that deemed to have occurred for purposes of any provision of this Agreement is inconsistent with providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A or unless such guidance, then termination is also a “separation from service” within the applicable provisions meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall supersede mean “separation from service.” If Executive 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 inconsistent provisionpayment or benefit shall be made or provided at the date which is the earlier of (x) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (y) the date of Executive’s death (the “Delay Period”). In 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 Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided 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 normal payment dates specified for them herein. (c) For purposes 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 compliance with Code Section 409A and none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the Consultantlast day of the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to reimbursement or in-kind benefits is not 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. (d) 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 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. A “termination of engagement” . (or any other term to that to that effecte) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due no event shall any payment under this Agreement are that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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 offset 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 amount unless otherwise permitted by Code Section 409A, such reimbursement shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.409A.

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effecta) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if if, at the Board (or its delegate) determines in its discretion that time of Executive’s termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of employment with the Code and that the Consultant Company, he is a “specified employee” as defined in Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code (the “Code”), and one or more of the regulations and other guidance issued thereunderpayments or benefits received or to be received by Executive pursuant to this Agreement would constitute deferred compensation under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), then such termination payments, payment or benefit (a “Deferred Payment”) will be provided under this Agreement at the date which is the earlier of (A) the date which is six months after his “separation from service” or (B) the date of his death . The provisions of this Section shall only apply to the extent that they are nonqualified deferred compensation subject required to avoid Executive’s incurrence of any penalty tax or interest under 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 occursor any regulations or Treasury guidance promulgated thereunder. For purposes of this AgreementIn addition, whether the Consultant is a “specified employee” will be determined in accordance with written procedures adopted by the Board. Notwithstanding if any other provision of this Agreement would cause Executive to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall reform such provision to maintain to the contrary, to maximum extent practicable the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be provided no later than December 31 original intent of the year following applicable provision without violating the year provisions of Section 409A of the Code. (b) In the event the six-month delay described in which this Section applies, the expense was incurred. The amount of expenses reimbursed Company shall make an irrevocable contribution in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of inthe Deferred Payment to a rabbi trust which shall take the form of the model rabbi trust described in Internal Revenue Service Revenue Procedure 92-kind benefits provided 64, which amount (along with any net income received by the trust) shall be paid by the trust to Executive on the six-month anniversary of his termination of employment, and the trust shall terminate at such time. The trustee shall be chosen by the Company in any other yearits reasonable discretion. The Company shall pay the reasonable expenses of establishing and maintaining the trust.

Section 409A Compliance. It The intent of the Company is intended that all payments and benefits and compensation payable pursuant to under this Agreement which are exempt from or, alternatively, comply with considered "deferred compensation" subject to Code Section 409A (and any legally binding the regulations and the guidance promulgated under thereunder (collectively "Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 none be made and provided in compliance therewith. Accordingly: (a) For purposes of the foregoing guarantees Agreement, the terms "terminate," "termination," "termination of employment," and variations thereof, are intended to mean a termination of employment that the Agreement is exempt constitutes a "separation from or complies with Code Section 409A. For all purposes service" under Code Section 409A, 409A. (b) If on the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “"separation from service” " Executive is deemed to be a "specified employee" within the meaning of that term under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and 409A(a)(2)(B), then with regard to any payment or the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (any benefit payable or its delegate) determines in its discretion provided because of such separation from service that termination payments due under this Agreement are “nonqualified constitutes "deferred compensation” " subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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, such reimbursement payment or benefit shall be made or provided at 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 such individual's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (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 shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (C) the reimbursement of an eligible expense will be made no later than December 31 the last day of the calendar year following the year in which the expense was is incurred. The amount of expenses reimbursed in one year shall not affect ; and (D) the amount eligible for right to reimbursement in any subsequent year. The amount of any or in-kind benefits provided in one year shall is not affect the amount of in-kind benefits provided subject to liquidation or exchange for another benefit. (d) The Agreement may be amended in any other year.respect deemed by the President or the Board or the Compensation Committee to be necessary in order to preserve compliance with Code Section 409A.

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 i) The intent 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 parties hereto is that payments and none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment benefits under this Agreement specifies a payment period comply 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 engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunderpromulgated thereunder (except to the extent exempt as short-term deferrals or otherwise) and, then accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) It is intended that each installment, if any, of the payments and benefits, if any, provided to Executive under Section 8(f) hereof 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 termination paymentspayments or benefits except to the extent specifically permitted or required by Section 409 of the Code. (iii) All reimbursements and in-kind benefits provided under this Agreement (including without limitation Sections 6(b), 7(a) and 8(f)(i) herein) shall be made or provided in accordance with the requirements of Section 409A of the Code to the extent that they such reimbursements or in-kind benefits are nonqualified deferred compensation subject to Section 409A of the Code Code. All expenses or other reimbursements paid pursuant hereto that are taxable income to Executive shall in no event be paid on later than the first payroll date end of the seventh month calendar year next 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, such reimbursement shall be provided no later than December 31 of the year following the calendar year in which Executive incurs such expense or pays 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 of the expense was incurred. The Code, (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (B) the amount of expenses reimbursed in one eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the amount expenses eligible for reimbursement in any subsequent year. The amount of any reimbursement, or in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided to be provided, in any other taxable year.

Section 409A Compliance. It is intended that all benefits and Unless otherwise expressly provided, any payment of compensation payable by the Company to the Executive, whether pursuant to this Agreement are exempt from oror otherwise, alternatively, comply with Code Section 409A shall be made no later than the fifteenth (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 15th) day of the Companythird (3rd) month (i.e., 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 none 2½ months) after the later of the foregoing guarantees that end of the Agreement is exempt from calendar year or complies with Code Section 409A. For all purposes under Code Section 409A, the ConsultantCompany’s fiscal year in 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 bonus or severance payments pursuant to provided for under this Agreement shall be treated as a right to receive a series separate payment for purposes of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number application of days, Section 409A. To the actual date of payment within extent any amounts payable by the specified period shall be within the sole discretion of the Company. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement Company to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and 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 “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 “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 of the Code and that the Consultant is a “provided under this Agreement or, unless otherwise specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunderwriting, then such termination paymentsunder any Company program or policy, shall be subject to the extent that they are nonqualified deferred compensation subject to Section 409A following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the Code benefits provided during any other year; (ii) reimbursements 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, such reimbursement shall be provided no later than December 31 the end of the calendar year following the year in which the expense was incurred. The amount 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 expenses reimbursed in one year shall not affect said period, (iii) the amount eligible for right to reimbursement in any subsequent year. The amount of any or in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.be subject to liquidation or exchange for another benefit, and

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and This section applies notwithstanding any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the event that any other provision of this Agreement. This Agreement is inconsistent intended to comply with Code the requirements of Section 409A or such guidanceof the Internal Revenue Code of 1986, then as amended ("Section 409A"), including the applicable provisions of Code Section 409A exceptions thereto, and shall supersede such inconsistent provision. In be construed and administered 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereofsuch intent. Notwithstanding any other provision of this Agreement to the contraryAgreement, if the Board (or its delegate) determines in its discretion that termination payments due Payments provided under this Agreement are “nonqualified deferred compensation” subject to may only be made upon an event and in a manner that complies with Section 409A of or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the Code and maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the Consultant is a “specified employee” as defined 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 the Director on account of non-compliance with Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to 409A. To the extent that they are nonqualified deferred compensation subject required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to Section 409A be provided, in any other calendar year; (ii) any reimbursement of the Code an eligible expense shall be paid to the Director on or before the first payroll date last day 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, such reimbursement shall be provided no later than December 31 of the calendar year following the calendar year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in ; and (iii) any subsequent year. The amount of any right to reimbursements or in-kind benefits provided in one year under this Agreement shall not affect be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to the amount Director on or before December 31 of in-kind benefits provided the calendar year immediately following the calendar year in any other which the Director remits the related taxes. A distribution under this Agreement will be treated as made on the designated payment date if the payment is made (i) at such date or a later date within the same calendar year, or if later, by the 15th day of the third month following the date designated in the Agreement or (ii) at a date no earlier than 30 days before the designated payment date. In no event may the Director, directly or indirectly, designate the year of payment.

Section 409A Compliance. It (a) The parties believe that, if amounts are paid at the time or times indicated in this Agreement, the payments will not be required to be delayed for six months under 409(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding anything to the contrary in this Agreement, however, if, at the time of the Executive’s “separation from service” within the meaning of Section 409A of the Code, the Company determines that the Executive is intended a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then, to the extent any payment or benefit that all benefits the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and compensation payable such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. (b) To the extent that any payment or benefit under or pursuant to this Agreement are exempt is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from or, alternatively, service” to the extent necessary to comply with Code Section 409A of the Code. The determination of whether and when a “separation from service” has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A 1(h). Each payment made under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and c) The parties intend that this Agreement will be interpreted, administered and operated accordinglyin accordance with Section 409A of the Code. In To the event extent that any provision of this Agreement is inconsistent ambiguous as to its compliance with Code Section 409A or of the Code, the provision shall be read in such guidance, then the applicable provisions of Code a manner so that all payments hereunder comply with 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 Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to be exempt from or comply fully with Code Section 409A and none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that all related rules and regulations in order to preserve the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(ipayments and benefits provided hereunder. (d) of the Code The Company makes no representation or warranty and the regulations and other guidance issued thereunder, then such termination payments, shall have no liability to the extent that they Executive or any other person if any provisions of this Agreement are nonqualified determined to constitute deferred compensation subject to Section 409A of the Code shall be paid on but do not satisfy an exemption from, or 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 409Aconditions of, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurredSection. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to this the Employment Agreement are exempt from or, alternatively, shall comply with Code Section 409A of the Code (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, regulations and guidelines issued thereunder) to the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 none of the foregoing guarantees that extent the Agreement is exempt from or complies subject thereto, and the Agreement shall be interpreted on a basis consistent with Code Section 409A. For all purposes under Code such intent. If any additional amendments are necessary for the Agreement to comply with Section 409A, the Consultant’s right parties hereto shall negotiate in good faith to receive any payments 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 Agreement Section 10 shall be treated as a right subject the Company 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 daysany claim, the actual date of payment within the specified period shall be within the sole discretion of the Company. A “termination of engagement” (liability, or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) expense, and the default presumptions thereof. Notwithstanding Company shall not have any other provision of this Agreement obligation to indemnify or otherwise protect the contrary, if Executive from the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject obligation to pay any taxes pursuant to Section 409A of the Code Code. With regard to any provision herein the provides for reimbursement of 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 shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the Consultant is a “specified employee” as defined in foregoing clause: (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 409A(a)(2)(B)(i105(b) of the Code and the regulations and other guidance issued thereunder, then solely because such termination payments, expenses are subject to a limit related to the extent that they are nonqualified deferred compensation subject to Section 409A period the arrangement is in effect; and (iii) such payments shall be made on or before the last day 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, such reimbursement shall be provided no later than December 31 of the Executive's taxable year following the taxable year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this This Agreement will be interpreted, interpreted and administered and operated accordingly. In the 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 in accordance with the foregoingapplicable requirements of, and exemptions from, Code § 409A in a manner consistent with Treas. Reg. § 1.409A-1 et seq. The Company and all entities treated as a single employer with the Consultant shall not have a legally binding right Company pursuant 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any payments pursuant to this Agreement regulations thereunder shall be treated as a right single entity to receive a series of separate the extent required thereunder. To the extent payments and distinct payments. Whenever a payment under benefits are subject to Code § 409A, 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 interpreted, construed and administered in a manner that satisfies the sole discretion requirements of (i) Code § 409A(a)(2), (3) and (4), (ii) Treas. Reg. § 1.409A-1 et seq., and (iii) other applicable authority issued by the Internal Revenue Service and the U.S. Department of the CompanyTreasury (collectively “Section 409A”). A Where the term “Qualifying Termination,” “termination of engagementemployment” (or any other term “termination” or similar words and phrases describing termination of employment are used in this Agreement, such terms are to that to that effect) under this Agreement shall mean be read as satisfying the definition of a “separation from service” in Section 409A. It is understood that “separation from service” shall be defined as referenced under Code Section 409A Treas. Reg. § 1.409A-1(h). All reimbursements and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are “nonqualified deferred compensation” subject to Section 409A. All expenses or other reimbursements paid pursuant to this Agreement that are taxable to the Employee shall in no event be paid later than the end of the calendar year following the calendar year in which the Employee incurs such expense or pays the related tax. With regard to any provision in this Agreement 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 and 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. To the extent that the Company reasonably determines that certain amounts paid to the Employee under Section 1 or otherwise are subject to Section 409A of the Code and that the Consultant Employee is a “specified employee” , as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the extent that they are nonqualified deferred compensation subject to under Section 409A of the Code Code, such amounts shall be paid on the first payroll date of the seventh month delayed six months following the month in which the ConsultantEmployee’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, from employment to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code required by Section 409A, such reimbursement shall be provided no later than December 31 409A of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearCode.

Section 409A Compliance. It is intended The parties intend that all benefits and any severance or other compensation payable pursuant to under this Agreement are exempt from or, alternatively, comply with Code Section 409A (and or under any legally binding guidance promulgated under Code Section 409Aplan or program maintained by Signet or the Company in which the Executive participates, including, without limitation, the Final Treasury Regulations)Deferred Compensation Plan, LTIP, Short-Term Bonus, and Stock Options) be paid in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations, guidance, and other interpretative authority thereunder (“Section 409A”) such that there are no adverse tax consequences, interest, or penalties as a result of the payments. To the extent permitted by law, the parties agree to modify this Agreement will be interpreted, administered and operated accordinglyto the extent necessary to comply with Section 409A of the Code. In the event that Notwithstanding 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, (i) if at the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A time of the Code and that Executive's termination of employment with the Consultant Company the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) 409A of the Code and related United States Department of Treasury guidance and the regulations and other guidance issued thereunderdeferral 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 Section 409A of the Code, then any member of the Signet Group shall defer the commencement of any such termination paymentspayments or benefits (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the first business day following expiration of the 6 month period following the Executive's “separation from service” (within the meaning of Section 409A of the Code) with the Company (or the earliest date as is permitted under Section 409A of the Code). For avoidance of doubt, in the event of such a six month delay due to the Executive's status as a “specified employee,” the payment due on the day following expiration of the 6 month period following the Executive's “separation from service” shall contain all payments that otherwise would have been payable to the Executive during the six month delay as well as, to the extent that they are nonqualified deferred compensation subject to Section 409A of applicable, the Code shall be paid on the first payroll date of the seventh month following the month next regularly scheduled payment. (a) Anything 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 contrarycontrary notwithstanding and except as set forth in this Section 21, if in connection with any payment or distribution by Signet or the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the extent terms of this Agreement or otherwise) (a “Payment”), the Executive is subject to, or is notified by the Internal Revenue Service that he is or will be subject to, penalty taxes imposed by Section 409A or if any reimbursement interest or penalties are incurred by the Executive with respect to such penalty taxes (such penalty taxes together with any such interest and penalties, are hereinafter collectively referred to as the “Section 409A Tax”), then the Executive shall be entitled to receive an additional payment (a “Section 409A Gross-Up Payment”) in an amount such that after payment by the Executive of expenses constitutes all Section 409A Tax and all income taxes (and any interest and penalties imposed with respect thereto) imposed upon the Section 409A Gross-Up Payment, the Executive retains an amount of the 409A Gross-Up Payment equal to the Section 409A Tax imposed upon the Payment; provided, however, that the Company and Signet shall only be responsible to make a Section 409A Gross-Up Payment with respect to the Section 409A Tax if the Section 409A Tax relates to or results from (i) the Company's or Signet's failure to operate a “nonqualified deferred compensationcompensation plan” under Code (as such term is defined in Section 409A) (a “NQDC”) in compliance with Section 409A on and after January 1, 2005; or (ii) the lack of compliance of any Signet or Company NQDC document or documentation with Section 409A; or (iii) the payment or distribution by Signet or the Company (or by any Signet or Company NQDC) of any NQDC amount if such payment or distribution is not in compliance with Section 409A. For the avoidance of doubt, neither the Company nor Signet shall be responsible to make any Section 409A Gross-Up Payment if, (1) after a timely notice or request by the Company or Signet to the Executive, the Executive refuses or fails to make a timely election to alter the timing of payment or distribution or (2) the Executive in his capacity as Group Chief Executive of the Company, causes the Company to take any action, or causes the Company to fail to take any action, which causes the Executive to be subject to a Section 409A Tax. (b) Determinations required to be made under this Section 21 regarding the amount of the Section 409A Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by (i) a certified public accounting firm selected by the Executive and reasonably acceptable by the Company, or (ii) if the parties shall not have agreed upon an accounting firm within five (5) business days of receipt of notice from the Executive, by Ernst & Young (in either case, such reimbursement firm selected being referred to as the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within thirty (30) business days of the receipt of notice from the Executive that he is subject to a Section 409A Tax, or such earlier time as is reasonably requested by the Company. All fees and expenses of the Accounting Firm shall be provided borne solely by the Company. Any Section 409A Gross-Up Payment, as determined pursuant to this Section 21, shall be paid by the Company to the Executive within thirty (30) days of the receipt of the Accounting Firm’s determination, but in no event later than December 31 the last day of the year following the year in which the expense was incurredExecutive remits the related taxes. The amount of expenses reimbursed in one year Any determination by the Accounting Firm shall not affect be binding upon the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect Company and the amount of in-kind benefits provided in any other year.Executive,

Section 409A Compliance. It The intent of the Company is intended that all payments and benefits and compensation payable pursuant to under this Agreement which are exempt from or, alternatively, comply with considered “deferred compensation” subject to Code Section 409A (and any legally binding the regulations. and the guidance promulgated under thereunder (collectively “Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 none be made and provided in compliance therewith. Accordingly: (a) For purposes of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409AAgreement, the Consultant’s right to receive any 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. A terms “terminate,” “termination,” “termination of engagementemployment,” (or any other term and variations thereof, are intended to mean a termination of employment that to that effect) under this Agreement shall mean constitutes a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h409A. (b) and If on the default presumptions thereof. Notwithstanding date of “separation from service” Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any other payment or the provision of this Agreement to the contrary, if the Board (any benefit payable or its delegate) determines in its discretion provided because of such separation from service that termination payments due under this Agreement are constitutes “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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, such reimbursement payment or benefit shall be made or provided no later than December 31 at the date which is the earlier of (A) the expiration of the year following six (6)month period measured from the year date of such “separation from service,” and (B) the date of such individual’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in which a single sum or in installments in the expense was incurred. absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement Agreement may be amended in any subsequent year. The amount of any in-kind benefits provided respect deemed by the Board or the Compensation Committee to be necessary in one year shall not affect the amount of in-kind benefits provided in any other year.order to preserve compliance with Code Section 409A.

Section 409A Compliance. It (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) and regulations promulgated thereunder. To the extent that all benefits and compensation payable pursuant to any provision in this Agreement are exempt from or, alternatively, is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury RegulationsRegulation 1.409A-3(c)), and such provision shall be read, or shall be modified (with the 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 will be interpreted, administered and operated accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code of Section 409A, the Consultant’s right to receive any payments pursuant to each payment made under this Agreement shall be treated as a right to receive a series separate payment. In no event may Indemnitee, directly or indirectly, designate the calendar year 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. A “termination of engagement” payment. (or any other term to that to that effectb) All reimbursements provided under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (be made or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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 provided in accordance with written procedures adopted by the Board. Notwithstanding any other provision requirements of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such including, where applicable, the requirement that (i) any reimbursement shall is for expenses incurred during Indemnitee’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 provided no later than December 31 made on or before the last day of the calendar year following the year in which the expense was is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.Indemnification Agreement – Cxxxxxxxxxx X. XxxxXXX

Section 409A Compliance. It is This Agreement and all payments and benefits provided hereunder are intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 otherwise comply with Code Section 409A and none of the foregoing guarantees that Internal Revenue Code of 1986, as amended (the “Code”), and the provisions of this Agreement is exempt from will be administered, interpreted and construed accordingly. Each payment or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any payments benefit provided pursuant to this Agreement shall be treated as deemed to be a right to receive a series separate payment for purposes of separate and distinct paymentsSection 409A of the Code. Whenever a payment Any amount under this Agreement specifies that is due upon 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 engagement” (or any other term to that to that effect) under this Agreement employment shall mean not be paid unless such termination constitutes a “separation Separation from serviceService” under Code Section 409A and Final as described in Treasury Regulation Section 1.409A-1(h) and the default presumptions thereof). Notwithstanding any other provision of anything set forth in the Plan or this Agreement to the contrary, if by reason of you being a “Specified Employee” (as described in Treasury Regulation Section 1.409A-1(i)) at the Board (or its delegate) determines in its discretion that termination payments due time of such Separation from Service, any payment under this Agreement are “nonqualified deferred compensation” would be subject to any tax, interest or penalty imposed under Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunderif such amount were paid or delivered to you within six months after such Separation from Service, then such termination paymentsamount shall not be paid or delivered to you until the earlier of (i) the date which is six months and one day after the date of your Separation from Service or (ii) the 10th business day following your death (either such date, the “Delayed Payment Date”). All such amounts that would, but for the foregoing, become payable or deliverable prior to the extent Delayed Payment Date will be accumulated and paid on the Delayed Payment Date without interest. Notwithstanding the foregoing or any other provision of the Plan or this Agreement, neither the Company nor any Subsidiary or other affiliate of the Company shall have any liability or obligation with respect to any taxes or other penalties that they are nonqualified deferred compensation subject may be imposed with respect to this Agreement or the payments and benefits provided pursuant hereto, whether under 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, such reimbursement shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearor otherwise.

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to the intent of this Agreement are exempt from or, alternatively, to comply with Code the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) so that none of the severance and any legally binding guidance promulgated other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, including, without limitation, 409A of the Final Treasury Regulations)Code, and this Agreement will shall be interpreted, administered and operated interpreted accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the ConsultantThe Executive’s right to receive any a series of installment payments pursuant to under this Agreement shall be treated as a right to receive a series of separate and distinct paymentspayments within the meaning of Treas. Whenever a payment under this Agreement specifies a payment period with reference to a number of daysReg. §1.409A-2(b)(2)(iii). The foregoing notwithstanding, the actual date of payment within Company shall in no event whatsoever be liable for any additional tax, interest or penalty incurred by the specified period shall be within the sole discretion Executive as a result of the Company. A “termination failure of engagement” (any payment or any other term benefit to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and satisfy the default presumptions thereof. Notwithstanding any other provision requirements of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, Code. Notwithstanding any provision to the extent that they are nonqualified contrary in this Agreement, (i) no amount of non-qualified deferred compensation subject to Section 409A of the Code that is payable in connection with the termination of his employment shall be paid on to the first payroll Executive unless the termination of the Executive’s 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 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 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, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the seventh month following Executive’s “separation from service” with the month Company (as such term is defined in which the ConsultantDepartment of Treasury Regulations issued under Section 409A) and (B) the date of the Executive’s termination occurs. For purposes death; provided, that upon the earlier of such dates, all payments deferred pursuant to this AgreementSection 26(ii) shall be paid to the Executive in a lump sum, and any remaining payments due under this Agreement shall be paid as otherwise provided herein; (iii) the determination of whether the Consultant Executive is a “specified employee” will for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be determined made by the Company in accordance with written procedures adopted by the Board. Notwithstanding 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 other successor provision of this Agreement to the contrary, thereto); and (iv) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Code Section 409A409A of the Code, such reimbursement or benefit shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.

Section 409A Compliance. It is intended that all benefits (i) This Agreement shall be interpreted and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the event in a manner so that any provision of this Agreement amount or benefit payable hereunder shall be paid or provided in a manner that 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 either exempt from or comply compliant with Code Section 409A and none the requirements of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and that applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) tax treatment of the Code and benefits provided under the regulations and Agreement is not warranted or guaranteed. Neither NCI nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other guidance issued thereunder, then such termination payments, to monetary amounts owed by Executive as a result of the extent that they are nonqualified deferred compensation subject to application of Section 409A of the Code shall be paid on the first payroll date of the seventh month following the month Code. (ii) Notwithstanding anything 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 amount or benefit that would constitute non-exempt “deferred compensation” under for purposes of Section 409A of the Code Section 409A(“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such reimbursement shall Non-Exempt Deferred Compensation will not be provided no later than December 31 payable or distributable to Executive by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service,” in Section 409A of the year following the year in which the expense was incurredCode and applicable regulations (without giving effect to any elective provisions that may be available under such definition). The amount of expenses reimbursed in one year shall This provision does not affect the dollar amount eligible for reimbursement in any subsequent year. The amount or prohibit the vesting of any inNon-kind benefits provided Exempt Deferred Compensation upon a termination of employment, however defined. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made at the time and in one year shall not affect the form that would have applied absent the non-409A-conforming event. (iii) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by NCI under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (A) the amount of insuch Non-kind benefits provided in any other year.Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant Notwithstanding anything to this Agreement are exempt from orthe contrary set forth herein, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment benefits provided 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 Section 4 that constitute “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to within the meaning of Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code and the regulations and other guidance issued thereunderthereunder and any state law of similar effect (collectively “Section 409A”) 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 defined in Treasury Regulation Section 1.409A-1(h) (a “Separation From Service”), then unless the Company reasonably determines that such termination paymentsamounts 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 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 described in Sections 4.5.2, 4.5.3, and 4.5.4 (the “Separation Benefits”) satisfy, to the greatest extent that they are nonqualified deferred compensation subject to possible, the exemptions from the application of Section 409A of provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Code shall be paid Company determines that the Separation Benefits constitute “deferred compensation” under Section 409A and Executive is, on the first payroll date termination of the seventh month following the month in which the Consultant’s termination occurs. For purposes of this Agreementservice, whether the Consultant is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Separation Benefits will be determined delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’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 Separation Benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Separation Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Separation Benefits in accordance with written procedures adopted by the Board. Notwithstanding any other provision of applicable payment schedules set forth in this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearAgreement.

Section 409A Compliance. It (a) To the extent that any payment or benefit under this Agreement is subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), it is intended that this Agreement as applied to that payment or benefit comply in all respects with the requirements of Code Section 409A, and that the Agreement shall be administered and interpreted consistent with that intent. The Company, the Bank and the Executive agree to work together in good faith to limit or avoid any taxes, penalties or excise taxes applicable to payment and benefits under this Agreement in compliance with Section 409A; however, the Company and compensation the Bank shall have no liability to the Executive, or his successor or beneficiary, in the event that taxes, penalties or excise taxes are ultimately determined to be applicable to any payment or benefit received by the Executive nor for reporting in good faith any payment of benefit as subject to Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, no amount will be payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 in connection 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 termination of the Company, its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure Executive termination of this Agreement to be exempt from or comply with Code Section 409A and none employment unless the termination of the foregoing guarantees that Executive’s employment constitutes a “separation from {Clients/1836/00406836.DOCX/ } 8 service” within the Agreement is exempt from or complies with Code meaning of Treasury Regulations Section 409A. For all 1.409A-1(h) and, for purposes under of Code Section 409A, the ConsultantExecutive’s right to receive any installment payments pursuant to this Agreement shall will be treated as a right to receive a series of separate and distinct payments. Whenever Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time of his separation from service to be a payment under this Agreement specifies “specified employee” of a payment period with reference to a number “publicly traded” company for purposes of days, the actual date of payment within the specified period shall be within the sole discretion Section 409A(a)(2)(B)(i) of the Company. A “termination of engagement” (Code, if Separation Pay or any other term payments or benefits or any portion thereof must be delayed to that to that effectavoid a prohibited distribution under Section 409A(a)(2)(B)(i) under this Agreement shall mean a of the Code, such portion of the Executive’s Separation Pay or other applicable payments or benefits will be delayed until 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 and the Bank under Code Section 409A and Final Treasury Regulation 1.409A-1(h409A, or (ii) and the default presumptions thereof. Notwithstanding any other provision date of the Executive’s death; at which time all payments delayed pursuant to this Agreement sentence will be paid in a lump sum to the contraryExecutive, if the Board (or its delegate) determines in its discretion that termination and any remaining payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the extent that they are nonqualified deferred compensation subject to Section 409A of the Code shall will 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, such reimbursement shall be as otherwise 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearherein.

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this This Agreement will be interpreted, interpreted and administered and operated accordingly. In the 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 in accordance with the foregoingapplicable requirements of, and exemptions from, Code § 409A in a manner consistent with Treas. Reg. § 1.409A-1 et seq. The Company and all entities treated as a single employer with the Consultant shall not have a legally binding right Company pursuant 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any payments pursuant to this Agreement regulations thereunder shall be treated as a right single entitiy to receive a series of separate the extent required thereunder. To the extent payments and distinct payments. Whenever a payment under benefits are subject to Code § 409A, 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 interpreted, construed and administered in a manner that satisfies the sole discretion requirements of (i) Code § 409A(a)(2), (3) and (4), (ii) Treas. Reg. § 1.409A-1 et seq., and (iii) other applicable authority issued by the Internal Revenue Service and the U.S. Department of the CompanyTreasury (collectively “Section 409A”). A Where the term “Qualifying Termination,” “termination of engagementemployment” (or any other term “termination” or similar words and phrases describing termination of employment are used in this Agreement, such terms are to that to that effect) under this Agreement shall mean be read as satisfying the definition of a “separation from service” in Section 409A. It is understood that “separation from service” shall be defined as referenced under Code Section 409A Treas. Reg. § 1.409A-1(h). All reimbursements and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are “nonqualified deferred compensation” subject to Section 409A. All expenses or other reimbursements paid pursuant to this Agreement that are taxable to the Employee shall in no event be paid later than the end of the calendar year following the calendar year in which the Employee incurs such expense or pays the related tax. With regard to any provision in this Agreement 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 and 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. To the extent that the Company reasonably determines that certain amounts paid to the Employee under Section 1 or otherwise are subject to Section 409A of the Code and that the Consultant Employee is a “specified employee” , as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the extent that they are nonqualified deferred compensation subject to under Section 409A of the Code Code, such amounts shall be paid on the first payroll date of the seventh month delayed six months following the month in which the ConsultantEmployee’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, from employment to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code required by Section 409A, such reimbursement shall be provided no later than December 31 409A of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearCode.

Section 409A Compliance. It (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) and regulations promulgated thereunder. To the extent that all benefits and compensation payable pursuant to any provision in this Agreement are exempt from or, alternatively, is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury RegulationsRegulation 1.409A-3(c)), and such provision shall be read, or shall be modified (with the 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 will be interpreted, administered and operated accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section of section 409A, the Consultant’s right to receive any payments pursuant to each payment made under this Agreement shall be treated as a right to receive a series separate payment. In no event may Indemnitee, directly or indirectly, designate the calendar year 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. A “termination of engagement” payment. (or any other term to that to that effectb) All reimbursements provided under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (be made or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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 provided in accordance with written procedures adopted by the Board. Notwithstanding any other provision requirements of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such including, where applicable, the requirement that (i) any reimbursement shall is for expenses incurred during Indemnitee’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 provided no later than December 31 made on or before the last day of the calendar year following the year in which the expense was is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.Indemnification Agreement – [Party Name] BRG

Section 409A Compliance. It (i) The intent of the parties is intended that all payments and benefits and compensation payable pursuant to under this Agreement are exempt from orcomply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, alternativelyaccordingly, to the maximum extent permitted, this Agreement shall be 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 the 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 the Employee by Code Section 409A or damages for failing to comply with Code Section 409A. (and any legally binding guidance promulgated ii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, including(A) 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 Employee, without limitation, the Final Treasury Regulations)(B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and this Agreement will (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 interpreted, administered and operated accordingly. In the 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 foregoingprovided, 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effecttaxable year. (iii) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due no event shall any payment under this Agreement are that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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 offset 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 amount unless otherwise permitted by Code Section 409A, such reimbursement shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.409A.

Section 409A Compliance. It (i) To the extent applicable, it is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code the provisions of Section 409A of the Internal Revenue Code (and any legally binding guidance promulgated under “Code Section 409A, including, without limitation, the Final Treasury Regulations”), and this Agreement will shall be interpretedconstrued and applied in a manner consistent with this intent. (ii) With respect to any payment or benefit under this Agreement, administered and operated accordingly. In the event if any, that any provision of this Agreement is inconsistent with deferred compensation subject to Code Section 409A or (after taking into account all exclusions applicable to 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes payment under Code Section 409A), the ConsultantExecutive shall not be deemed to have terminated employment until he is deemed to have a Separation from Service (as defined below), and Executive’s right to receive any such payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct paymentspayments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Whenever a payment As used under this Agreement specifies Agreement, a payment period with reference to “Separation from Service” occurs when Executive dies, retires, or otherwise has 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 engagement” (or any other term to employment with the Company that to that effect) under this Agreement shall mean constitutes a “separation from service” under Code Section 409A and Final within the meaning of Treasury Regulation 1.409A-1(hSection 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. (iii) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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 herein to the contrary, to the extent that any the reimbursement of any expenses constitutes “deferred compensation” or the provision of any in-kind benefits under this Agreement is subject to Code Section 409A, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) reimbursement of any such expense shall be provided made by no later than December 31 of the year following the calendar year in which such expense is incurred, and (iii) the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any Executive’s right to receive such reimbursements or in-kind benefits provided in one year shall not affect be subject to liquidation or exchange for another benefit. (iv) Notwithstanding any provision to the contrary in this Agreement, in the event that a payment under the Agreement is considered to be nonqualified deferred compensation under Code Section 409A, and such amount is payable by reason of inExecutive’s termination of employment with the Company, the payment will not be made to Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation from Service (as such term is defined above) or (ii) the date of Executive’s death, if Executive is deemed at the time of such Separation from Service to be a Specified Employee as defined in Code Section 409A. All payments and benefits which had been delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum upon expiration of such six-kind benefits provided month period (or if earlier upon Executive’s death). In addition, in any other the event a payment under the Agreement is considered to be nonqualified deferred compensation under Code Section 409A and if such payment could be made or commence in more than one taxable year depending upon when Executive signs the required separation agreement and general release, the payment must be made or commence in the second taxable year.

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to the intent of this Agreement are exempt from or, alternatively, to comply with Code the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) so that none of the severance and any legally binding guidance promulgated other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, including, without limitation, 409A of the Final Treasury Regulations)Code, and this Agreement will shall be interpreted, administered and operated interpreted accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the ConsultantThe Executive’s right to receive any a series of installment payments pursuant to under this Agreement shall be treated as a right to receive a series of separate and distinct paymentspayments within the meaning of Treas. Whenever a payment under this Agreement specifies a payment period with reference to a number of daysReg. §1.409A-2(b)(2)(iii). The foregoing notwithstanding, the actual date of payment within Company shall in no event whatsoever be liable for any additional tax, interest or penalty incurred by the specified period shall be within the sole discretion Executive as a result of the Company. A “termination failure of engagement” (any payment or any other term benefit to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and satisfy the default presumptions thereof. Notwithstanding any other provision requirements of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, Code. Notwithstanding any provision to the extent that they are nonqualified contrary in this Agreement, (i) no amount of non-qualified deferred compensation subject to Section 409A of the Code that is payable in connection with the termination of his employment shall be paid on to the first payroll Executive unless the termination of the Executive’s 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 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 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, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the seventh month following Executive’s “separation from service” with the month Company (as such term is defined in which the ConsultantDepartment of Treasury Regulations issued under Section 409A) and (B) the date of the Executive’s termination occurs. For purposes death; provided, that upon the earlier of such dates, all payments deferred pursuant to this AgreementSection 26 (ii) shall be paid to the Executive in a lump sum, and any remaining payments due under this Agreement shall be paid as otherwise provided herein; (iii) the determination of whether the Consultant Executive is a “specified employee” will for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be determined made by the Company in accordance with written procedures adopted by the Board. Notwithstanding 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 other successor provision of this Agreement to the contrary, thereto); and (iv) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Code Section 409A409A of the Code, such reimbursement or benefit shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.

Section 409A Compliance. It (a) This Agreement is intended to be exempt from or to comply with the requirements of Section 409A of the Code (together with the applicable regulations thereunder, “Section 409A”). To the extent that all benefits and compensation payable pursuant to any provision in this Agreement are exempt from or, alternatively, is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Internal Revenue Service Treasury RegulationsRegulation 1.409A-3(c)), and such provision will be read, or will be modified by the Company in its sole discretion, as the case may be, in such a manner so that all payments due under this Agreement will be interpreted, administered and operated accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code of Section 409A, the Consultant’s right to receive any payments pursuant to each payment made under this Agreement shall will be treated as a right to receive a series of separate and distinct paymentspayment. Whenever a In no event may Executive, directly or indirectly, designate the calendar year of payment for any amount payable hereunder. (b) All reimbursements provided under this Agreement specifies a payment period will be made or provided in accordance with reference to a number the requirements of daysSection 409A, including, where applicable, the actual date requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of payment within time specified in this Agreement), (ii) the specified period shall 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 within made on or before the sole discretion last day of the Company. A “termination of engagement” calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or any other term to exchange for another benefit. (c) Executive further acknowledges that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A of the Code imposes tax liability solely on service providers and Final Treasury Regulation 1.409A-1(hnot on service recipients. (d) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if necessary to comply with the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined restriction in Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code and the regulations and other guidance issued thereunder, then such termination payments, concerning payments to the 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, such reimbursement shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any inDocuSign Envelope ID: E7D0EA88-kind benefits provided in one year shall not affect the amount of in81DA-4EA3-kind benefits provided in any other year.95B0-7C64B345DEF0

Section 409A Compliance. It is intended that all benefits and compensation payable pursuant to The Parties intend for this Agreement are either to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or to be exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under the application of Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any payments pursuant to this Agreement shall be treated as a right to receive a series of separate construed 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereofinterpreted accordingly. Notwithstanding any other provision of anything in this Agreement to the contrary, if in the Board (or its delegate) determines in its discretion event that termination the Executive is deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), no payments due under this Agreement hereunder that are “nonqualified deferred compensation” subject to Code Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Code and that the Consultant is a Executive’s “specified employeeseparation from service” (as defined in Code Section 409A(a)(2)(B)(i409A) of or, if earlier, the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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 Executive’s death. Following any applicable six (6) month following delay, all such delayed payments will be paid in a single lump sum on the month in which earliest date permitted under Code Section 409A that is also a business day. For purposes of Code Section 409A, each of the Consultant’s termination occurspayments that may be made hereunder is designated as a separate payment. For purposes of this Agreement, whether with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the Consultant is a “specified employee” will be determined in accordance with written procedures adopted by the Board. Notwithstanding any other provision requirements of this Agreement to the contrary, to Code Section 409A. To the extent that any reimbursements under this Agreement are taxable to the Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses constitutes “deferred compensation” under Code Section 409Aincurred, such reimbursement shall be provided no later than December 31 and in all events on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The taxable reimbursements under this Agreement that could constitute “deferred compensation” within the meaning of Code Section 409A are not subject to liquidation or exchange for another benefit, and the amount of expenses reimbursed such benefits and reimbursements that the Executive receives in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one taxable year shall not affect the amount of in-kind such benefits provided or reimbursements that the Executive receives in any other taxable year.

Section 409A Compliance. It (a) To the extent that any payment or benefit under this Agreement is subject to Code Section 409A, it is intended that this Agreement as applied to that payment or benefit comply in all respects with the requirements of Code Section 409A, and that the Agreement shall be administered and interpreted consistent with that intent. The Company, the Bank and the Executive agree to work together in good faith to limit or avoid any taxes, penalties or excise taxes applicable to payment and benefits under this Agreement in compliance with Section 409A; however, the Company and compensation the Bank shall have no liability to the Executive, or his successor or beneficiary, in the event that taxes, penalties or excise taxes are ultimately determined to be applicable to any payment or benefit received by Executive nor for reporting in good faith any payment of benefit as subject to Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, no amount will be payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, unless the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 termination of the CompanyExecutive’s employment constitutes a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h) and, its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure purposes of this Agreement to be exempt from or comply with Code Section 409A and none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the ConsultantExecutive’s right to receive any installment payments pursuant to this Agreement shall will be treated as a right to receive a series of separate and distinct payments. Whenever Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time of his separation from service to be a payment under this Agreement specifies “specified employee” of a payment period with reference to a number “publicly traded” company for purposes of days, the actual date of payment within the specified period shall be within the sole discretion Section 409A(a)(2)(B)(i) of the Company. A “termination of engagement” (Code, if Separation Pay or any other term payments or benefits or any portion thereof must be delayed to that to that effectavoid a prohibited distribution under Section 409A(a)(2)(B)(i) under this Agreement shall mean a of the Code, such portion of the Executive’s Separation Pay or other applicable payments or benefits will be delayed until 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 and the Bank under Code Section 409A and Final Treasury Regulation 1.409A-1(h409A, or (ii) and the default presumptions thereof. Notwithstanding any other provision date of the Executive’s death; at which time all payments delayed pursuant to this Agreement sentence will be paid in a lump sum to the contraryExecutive, if the Board (or its delegate) determines in its discretion that termination and any remaining payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the extent that they are nonqualified deferred compensation subject to Section 409A of the Code shall will 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, such reimbursement shall be as otherwise 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearherein.

Section 409A Compliance. It This agreement is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations“Code”), and this Agreement will the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. A termination of employment shall not be interpreted, administered and operated accordingly. In the event that deemed to have occurred for purposes of any provision of this Agreement is inconsistent with Code Section 409A agreement providing for the payment of any amounts upon 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 following 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean employment unless such termination is also a “separation from service” under Code within the meaning of Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding and, for purposes of any other such provision of this Agreement agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the contrary, if meaning of Section 409A. If you are deemed on the Board (or its delegate) determines in its discretion that date of termination payments due under this Agreement are “nonqualified deferred compensation” subject of employment to Section 409A of the Code and that the Consultant is be a “specified employee” as defined in within the meaning of that term under Section 409A(a)(2)(B)(i409A(a)(2)(B) of the Code and the regulations and other guidance issued thereunderCode, then such termination payments, with regard to the extent any payment that they are nonqualified is considered deferred compensation subject to under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the Code six-month period measured from the date of such “separation from service” or (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph shall be paid on the first payroll date of the seventh month following the month to you in which the Consultant’s termination occurs. For purposes of a lump sum without interest, and any remaining payments and benefits due under this Agreement, whether the Consultant is a “specified employee” will agreement shall be determined paid or provided 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, such reimbursement shall 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 year shall not affect the amount eligible normal payment dates specified for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearthem.

Section 409A Compliance. It is intended that all of the benefits and compensation payments payable pursuant to under this Agreement are exempt or otherwise to the Executive satisfy, to the greatest extent possible, the exemptions from or, alternatively, comply with the application of Internal Revenue Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement and all other arrangements with the Executive that are taxable in the United States will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final for purposes of Treasury RegulationsRegulation Section 1.409A-2(b)(2)(iii)), and this Agreement will be interpreted, administered and operated accordingly. In the 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the ConsultantExecutive’s right to receive any installment payments pursuant to under this Agreement shall (whether severance payments, reimbursements or otherwise) and any other agreement or arrangement with the Company will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct paymentspayment. Whenever a payment under Notwithstanding any provision to the contrary in this Agreement specifies a payment period with reference to a number Agreement, if the Executive is deemed by the Company at the time of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a his “separation from service” (as defined under Code Section 409A and Final Treasury Regulation Section 1.409A-1(h) and the default presumptions thereof. Notwithstanding without regard to any other provision of this Agreement alternative definition thereunder, a “Separation from Service”) to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is be a “specified employee” as defined for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company 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) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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” related adverse taxation under Code Section 409A, such reimbursement shall payments will not 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.to the

Section 409A Compliance. It is intended The parties intend that all payments and benefits and compensation payable pursuant to under this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the 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 parentwith, or their respective subsidiariesremain exempt from, 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 none the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Corporation be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. (i) A termination of employment shall mean a “separation from service” within the foregoing guarantees meaning of Section 409A and, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that the Agreement is exempt from or complies with Code Section 409A. For all purposes term under Code Section 409A(a)(2)(B), then with regard to any payment or benefit subject to Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death, to the extent required under Section 409A. Any such payments and benefits shall be paid or reimbursed to Executive in a lump sum on the first business day following expiration of the delay period, 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. (ii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the Consultantlast day of the taxable year following the taxable year in which such expenses were incurred by Executive, (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. (iii) For purposes of 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 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. A “termination Corporation. (iv) To the extent that the consideration period and revocation period for any release extends over more than one tax year, all payments will be made in the later tax year following the expiration of engagement” revocation period, subject to the remaining requirements of the release. (or any other term to that to that effectv) No payment under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are constitutes “nonqualified deferred compensation” for purposes of Section 409A will be subject to offset unless otherwise permitted by Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the 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, such reimbursement shall 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 year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.409A.

Section 409A Compliance. It Payments under this Agreement are designed to be made in a manner that is intended compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that all benefits and compensation payable the settlement of an RSU Share pursuant to this Agreement are exempt from or, alternatively, comply with is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (and any legally binding guidance promulgated “409A Taxes”) as applicable at the time such settlement is otherwise required under Code Section 409Athis Agreement, including, without limitation, then such payment may be delayed to the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordinglyextent necessary to avoid 409A Taxes. In particular: (a) if the event that any provision of this Agreement Employee 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any 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 specified employee within the specified period shall be within the sole discretion meaning of the Company. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code and that the Consultant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 9 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the regulations benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and other guidance issued thereunderintended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, then such termination paymentsif any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 20, but only to the extent that they are nonqualified deferred compensation subject to permissible under Section 409A of the U.S. Internal Revenue Code shall be paid on without the first payroll date imposition 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, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred409A Taxes. The amount establishment and funding of expenses reimbursed in one year such trust shall not affect the amount eligible for reimbursement in any subsequent year. The amount obligation of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearCompany to pay the Delayed Cash Payment pursuant to this Section 20.

Section 409A Compliance. It (a) This Agreement is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any legally binding guidance regulations promulgated under Code thereunder (“Section 409A, including, without limitation, ”). To the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the event extent that any provision of in this Agreement is inconsistent ambiguous as to its compliance 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 none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right provision shall be read in such a manner so that no payments due under this Agreement shall be subject to receive any payments pursuant to an “additional tax” as defined in Section 409A(a)(l)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as a right to receive a series separate payment. In no event may Employee, directly or indirectly, designate the calendar year 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. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereofpayment. Notwithstanding any other provision of this Agreement anything contained herein to the contrary, Employee shall not be considered to have terminated employment with The Company unless he would be considered to have incurred a “separation of employment” from The Company as the term is defined in Treasury Regulation §1.409A-1(h)(1)(i). (b) Notwithstanding the foregoing, if necessary to comply with the Board (or its delegaterestriction in Section 409A(a)(2)(B) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A of the Code concerning payments to “specified employees,” any payment on account of Employee's separation from service that would otherwise be due hereunder within six (6) months after such separation shall nonetheless be delayed until the first (1st) business day of the seventh (7th) month following Employee’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, together with interest on such cumulative amount during the Consultant is period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. For purposes of Section 17 hereof, Employee shall be a “specified employee” for the 12-month period beginning on the first (1st) day of the fourth (4th) month following each “Identification Date” if he is a “key employee” (as defined in Section 409A(a)(2)(B)(i416(i) of the Code and the regulations and other guidance issued thereunder, then such termination payments, to the extent that they are nonqualified deferred compensation subject without regard to Section 409A 416(i)(5) thereof) of the Code shall be paid Company at any time during the 12-month period ending on the first payroll date of the seventh month following the month in which the Consultant’s termination occurs. “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31. (c) All reimbursements provided under this Agreement, whether the Consultant is a “specified employee” will Agreement shall be determined made or provided in accordance with written procedures adopted by the Board. Notwithstanding any other provision requirements of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such including, where applicable, the requirement that: (i) any reimbursement shall is for expenses incurred during Employee’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 provided no later than December 31 made on or before the last day of the calendar year following the year in which the expense was is incurred. The amount of expenses reimbursed in one year shall , and (iv) the right to reimbursement is not affect the amount eligible subject to liquidation or exchange for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other yearanother benefit.

Section 409A Compliance. It is intended that all benefits The following rules shall apply, to the extent necessary, with respect to distribution of the payments and compensation payable benefits, if any, to be provided to Executive under this Agreement. Subject to the provisions in this Paragraph, the severance payments pursuant to this Agreement are shall begin only upon the date of Executive’s “separation from service” (determined as set forth below) which occurs on or after the date of Executive’s termination of employment. 20.1. This Agreement is intended to be exempt from or, alternatively, or to comply with Code Section 409A (to the extent applicable) and any legally binding guidance promulgated under Code Section 409Athe parties hereto agree to interpret, including, without limitation, the Final Treasury Regulations), apply and administer this Agreement will in the least restrictive manner necessary to comply therewith or be interpreted, administered exempt therefrom and operated accordinglywithout resulting in any increase in the amounts owed hereunder by Company. 20.2. In the event It is intended 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 each installment 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 severance payments and none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes benefits provided under Code Section 409A, the Consultant’s right to receive any payments pursuant to this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither Executive nor Company shall have the right to receive a series accelerate or defer the delivery of separate and distinct paymentsany such payments or benefits except to the extent specifically permitted or required by Section 409A. 20.3. Whenever a payment under this Agreement specifies a payment period with reference to a number If, as of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a Executive’s “separation from service” under Code from Company, Executive is not a “specified employee” (within the meaning of Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary409A), if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are “nonqualified deferred compensation” subject to Section 409A then each installment of the Code severance payments and that benefits shall be made on the Consultant dates and terms set forth in this Agreement. 20.4. If, as of the date of Executive’s “separation from service” from Company, Executive is a “specified employee” (within the meaning of Section 409A), then: 20.4.1 Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A(a)(2)(B)(i409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and 20.4.2 Each installment of the Code severance payments and benefits due under this Agreement that is not described in above and that would, absent this provision, be paid within the regulations six-month period following Executive’s “separation from service” from Company shall not be paid until the date that is six months and other guidance issued thereunderone day after such separation from service (or, then if earlier, Executive’s death), with any such termination paymentsinstallments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A- 1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A- 1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. 20.5. The determination of whether and when Executive’s separation from service from Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Paragraph 2020, “Company” shall include all persons with whom Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3). 20.6. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that they such reimbursements or in-kind benefits are nonqualified deferred compensation subject to Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during 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 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, such reimbursement shall be provided no later than December 31 of the calendar year following the year in which the expense was incurredis incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. 20.7. The amount of expenses reimbursed in one year Notwithstanding anything herein to the contrary, Company shall not affect have no liability to Executive or to any other person if the amount eligible for reimbursement in any subsequent year. The amount of any in-kind payments and benefits provided in one year shall this Agreement that are intended to be exempt from or compliant with Section 409A are not affect the amount of in-kind benefits provided in any other yearso exempt or compliant.