Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. It is intended that the provisions of this Agreement comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.

Section 409A Compliance. It 6.1 This Employee Agreement, including Appendix B hereto,is intended that the provisions of this Agreement to comply with Section 409A of the Internal Revenue CodeCode of 1986, as amended and the regulations promulgated thereunder (the “Code”), "Section 409A") or an exemption thereunder and all provisions of this Agreement will shall be construed and interpreted administered in accordance therewith. Notwithstanding any other provision of this Employee Agreement or Appendix B, payments provided under this Employee Agreement may only be made upon an event and in a manner consistent that complies with Section 409A or an applicable exemption thereunder. Any payments under this Employee Agreement or Appendix B that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral (or other applicable exemption) shall be excluded from Section 409A to the requirements for avoiding taxes maximum extent possible. To the extent that any payment or penalties benefit described in this Employee Agreement or Appendix B constitutes “non-qualified deferred compensation” under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation extent that such payment or benefit is payable upon a the Employee’s termination of employment hereunderthen such payment or benefit is only payable upon the Employee’s "separation from service" under Section 409A. 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 pursuant to this Employee Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, references the Company makes no representations that the payments and benefits provided under this Employee 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 Employee on account of non-compliance with Section 409A. 6.2 Notwithstanding any other provision of this Agreement to “Employee Agreement, if at the time of the Employee's termination of employment” (, he is a "specified employee," determined in accordance with Section 409A, any payments and substantially similar phrases) mean “benefits provided under this Employee Agreement that constitute "nonqualified deferred compensation" subject to Section 409A that are provided to the Employee on account of his separation from service” within service shall not be paid until the meaning of Section 409A first payroll date to occur following the six-month anniversary of the CodeEmployee's separation from service ("Specified Employee Payment Date"). For The aggregate amount of any payments that would otherwise have been made during such six-month period shall be paid in a lump sum on the avoidance of doubtSpecified Employee Payment Date without interest and thereafter, it is intended that any expense reimbursement made remaining payments shall be paid without delay in accordance with their original schedule. If the Employee dies during the six-month period, any delayed payments shall be paid to the Executive hereunder is exempt from Employee's estate in a lump sum upon the Employee's death. 6.3 To the extent required by Section 409A of 409A, each reimbursement or in-kind benefit provided under this Employee Agreement shall be provided in accordance with the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then following: (i) the amount of the expense reimbursement expenses eligible for reimbursement, or in-kind benefits provided, during one taxable each calendar year will cannot affect the amount of the expense reimbursement during expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable calendar year, ; (ii) any reimbursement of an eligible expense shall be paid to the expense reimbursement will be made Employee on or before the last day of the calendar year following the calendar year in which the expense was incurred, ; and (iii) the any right to expense reimbursement hereunder will reimbursements or in-kind benefits under this Employee Agreement shall not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A . 6.4 Any tax gross-up payments provided under this Employee Agreement shall not be paid until to the first day Employee on or before December 31 of the calendar year immediately following the calendar year that includes in which the date of termination of employment, regardless of when Employee remits the release is signedrelated taxes.

Section 409A Compliance. It (i) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is intended that either exempt from or compliant with the provisions requirements of this Agreement comply with Section 409A of the Internal Revenue CodeCode of 1986, as amended (the “Code”), and all provisions applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of this the benefits provided under the Agreement will is not warranted or guaranteed. Neither NCI nor its directors, officers, employees or advisers shall be construed and interpreted in held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a manner consistent with result of the requirements for avoiding taxes or penalties under application of Section 409A of the Code. The Company cannot make . (ii) Notwithstanding anything in this Agreement to the contrary, to the extent that any representations amount or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the CodeCode (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, each installment such Non-Exempt Deferred Compensation will not be 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 Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a termination of employment, however defined. If this provision prevents the payment hereunder will or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be deemed made at the time and in 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 “separate payment” within the meaning 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-2(b)(iii1.409A-3(j)(4)(ii) (domestic relations order). With respect to the timing , (j)(4)(iii) (conflicts of payments of any deferred compensation payable upon a termination interest), or (j)(4)(vi) (payment of employment hereunder, references in this Agreement to “termination of employment” taxes): (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (iA) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year six-month period immediately following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.Executive’s separation from service

Section 409A Compliance. (A) It is intended the intent of the Company and Employee that the provisions payments and benefits under this Agreement shall comply with, or be exempt from, Section 409A and applicable regulations and guidance thereunder (collectively, “Section 409A”) of the Code and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with, or be exempt from, Section 409A. (B) Notwithstanding anything herein to the contrary, a termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement comply with Section 409A of providing for the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A (which, by definition, includes a separation from any other entity that would be deemed a single employer together with the Company for this purpose under Section 409A), and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Code. For Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” (C) To the avoidance of doubt, it is intended that extent any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code409A, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any all such expenses or other taxable year, (ii) the expense reimbursement will reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiii) the any right to expense reimbursement hereunder will or in kind benefits is not be 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. (D) For purposes of Section 409A, Employee’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If the sixty day Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination of employments ends in termination”), the calendar year following the year that includes the actual date of termination of employment, then payment of any amount that is conditioned upon within the execution of specified period shall be within the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedCompany’s sole discretion.

Section 409A Compliance. It is intended that the provisions of this Agreement comply with or are exempt from Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Internal Revenue Code. The Company cannot make Notwithstanding any representations other payment schedule provided herein to the contrary, if you are deemed on the termination of your employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then any payment that is considered deferred compensation under Section 409A of the Internal Revenue Code payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six month period measured from the date of your “separation from service;” and (ii) the date of your death (the “Delay Period”) to the extent required under Section 409A of the Internal Revenue Code. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence shall be paid to you in a lump sum and all remaining payments due under this Agreement shall be paid or guarantees provided in accordance with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penaltiesnormal payment dates specified for them herein. For purposes of Section 409A of the Internal Revenue Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Internal Revenue Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive you hereunder is will be exempt from Section 409A of the Internal Revenue Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Internal Revenue Code, then (ia) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (iib) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, ; and (iiic) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.​ [Signature page follows] ​

Section 409A Compliance. It (i) The intent of the parties hereto is intended that the provisions of payments and benefits under this Agreement comply with be exempt from (to the extent possible) Section 409A (“Section 409A”) of the Internal Revenue CodeCode of 1986 and the regulations and guidance promulgated thereunder, as amended (collectively, the “Code”)) and, ​ ​ accordingly, 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 Section 409A, such modification shall be made in good faith and all shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes payment of any amounts or penalties benefits that constitute “nonqualified deferred compensation” under Section 409A of the Code. The Company cannot make any representations upon or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) To the Code. For the avoidance of doubt, it is intended extent that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year409A, (iiA) the expense reimbursement will all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiB) the any right to expense reimbursement hereunder will or in- kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. (iv) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be at the sole discretion of the Board. (v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (vi) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5, shall be paid to Employee during the six-month period following Employee’s “separation from service” if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that such amounts is conditioned upon the execution delayed as a result of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until previous sentence, then on the first day of the calendar year seventh month following the year that includes the date of termination separation from service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of employmentEmployee’s death), regardless of when the release is signedCompany shall pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Employee during such period.

Section 409A Compliance. It This Agreement is intended that the provisions of this Agreement to comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the applicable requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the CodeCode and shall be limited, each installment payment hereunder construed and interpreted in accordance with such intent. A termination of employment will not be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments have occurred for purposes of any deferred compensation payable provision of this Agreement providing for the payment of any amounts or benefits following or upon a termination of employment hereunder, references in this Agreement (to “the extent such payments or benefits are subject to Section 409A) unless such termination of employment” (and substantially similar phrases) mean also constitutes a “separation from service” within the meaning of Code Section 409A. Any payment otherwise required to be made to Executive on account of the termination of Executive’s employment, to the extent such payment is properly treated as deferred compensation subject to the Section 409A of the Code. For Code and the avoidance of doubtregulations and other applicable guidance issued by the Internal Revenue Service thereunder, it is intended that any expense reimbursement made to and only if the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation treated as a “specified employee” within the meaning of Section 409A of the CodeCode at the time of his termination of employment, then shall not be made until the first business day after the expiration of six months from the Termination Date or, if earlier, the date of Executive’s death. On the payment date, as so delayed, there shall be paid to Executive (or Executive’s estate, as the case may be) in a single cash payment an amount equal to the aggregate amount of the payments delayed pursuant to the preceding sentence. Each payment required under this Agreement will be considered a separate payment for purposes of determining the applicability of or exemption from Section 409A. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any all expenses or other taxable year, (ii) the expense reimbursement reimbursements hereunder will be made no later than the time frame set forth in this Agreement, but in any event, on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive, and (iiiii) the any right to expense reimbursement hereunder or in-kind benefits will not be 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 will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. If Notwithstanding the sixty day period following foregoing, Executive shall be solely responsible, and the date of termination of employments ends in Company shall have no liability, for the calendar year following the year that includes the date of termination of employment, then payment of any amount taxes, acceleration of taxes, interest or penalties that is conditioned upon the execution may be incurred under or as a result of Section 409A of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedCode.

Section 409A Compliance. It (a) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall 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. (b) Termination of the Internal Revenue Code, as amended (the “Code”), and all provisions employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of the Code. For the avoidance any such provision of doubtthis Agreement, it is intended that any expense reimbursement made references to the Executive hereunder is exempt a “termination”, “termination of employment” or like terms shall mean “separation from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any service.”All expenses or other taxable year, (ii) the expense reimbursement will reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A such reimbursements shall not be paid until the first day no later than March 15th of the calendar year following the calendar year that includes in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (c) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (d) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination termination”), the actual date of employmentpayment within the specified period shall be within the sole discretion of Company. Notwithstanding any other provision of this Agreement to the contrary, regardless in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of when the release is signedCode Section 409A be offset by any other payment pursuant to this Agreement or otherwise.

Section 409A Compliance. It is intended that the provisions of The parties intend for this Agreement comply with either to satisfy the requirements of Section 409A or to be exempt from the application of the Internal Revenue Code, as amended (the “Code”)Section 409A, and all provisions of this Agreement will shall be construed and interpreted in a manner consistent with accordingly. If this Agreement either fails to satisfy the requirements for avoiding taxes of 7 Notwithstanding any provision in this Agreement to the contrary, if Executive is a “specified employee” (as defined in Section 409A), any Severance Payment, severance benefits or penalties other amounts payable under this Agreement that would be subject to the special rule regarding payments to “specified employees” under Section 409A 409A(a)(2)(B) of the CodeCode (together, “Specified Employee Payments”) shall not be paid before the expiration of a period of six (6) months following the date of Executive’s termination of employment (or before the date of Executive’s death, if earlier). The Company cannot make any representations or guarantees with respect Specified Employee Payments to compliance with such requirements, which Executive would otherwise have been entitled during the six-month period following the date of Executive’s termination of employment shall be accumulated and neither paid as soon as administratively practicable following the Company nor any affiliate will have any obligation to indemnify first date of the Executive or otherwise hold him harmless from any or all seventh month following the date of such taxes or penaltiesExecutive’s termination of employment. For purposes To ensure satisfaction of the requirements of Section 409A 409A(b)(3) of the Code, each installment assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment hereunder will be deemed a “separate payment” within the meaning of Treasamounts payable under this Agreement. Reg. Section 1.409A-2(b)(iii). With respect Notwithstanding anything herein to the timing contrary, the reimbursement of payments of any deferred compensation payable upon a termination of employment hereunder, references in expenses or in-kind benefits provided pursuant to this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made shall be subject to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then following conditions: (i) the amount of the expense expenses eligible for reimbursement during or in-kind benefits in one taxable year will shall not affect the amount of the expense expenses eligible for reimbursement during or in-kind benefits in any other taxable year, ; (ii) the expense reimbursement will of eligible expenses or in-kind benefits shall be made on or before promptly, subject to Company’s applicable policies, but in no event later than the last day end of the year following after the year in which the such expense was incurred, ; and (iii) the right to expense reimbursement hereunder will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If Employer hereby informs Executive that the sixty day period following the date federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above this Agreement are complex and is subject to change. Executive acknowledges and understands that Executive should consult with his or her own personal tax or financial advisor in connection with this Agreement and its tax consequences. Executive understands and agrees that Employer has no obligation and no responsibility to provide Executive with any tax or other legal advice in connection with this Agreement and its tax consequences. Executive agrees that Executive shall bear sole and exclusive responsibility for any and all adverse federal, state, local, and/or foreign tax consequences (including without limitation any and all tax liability under Section 409A shall not be paid until the first day 409A) of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedthis Agreement to Executive.

Section 409A Compliance. It (a) The parties agree that this Agreement is intended that the provisions of this Agreement to comply with the requirements of Section 409A of the Internal Revenue CodeCode of 1986, as amended (the “Code”)amended, and all provisions the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on the Executive of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A and, for purposes of the Code. For the avoidance any such provision of doubtthis Agreement, it is intended that any expense reimbursement made references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive hereunder is exempt from Section 409A deemed on the date of the Code; however, if any expense reimbursement hereunder is determined termination to be deferred compensation a “specified employee” within the meaning of that term under Section 409A 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit that is otherwise considered deferred compensation 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 amount expiration of the expense reimbursement during one taxable year will not affect six (6)-month period measured from the amount date of such “separation from service” of the expense reimbursement during any other taxable year, Executive or (ii) the expense date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Subsection 26(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein (c) With regard to any provision herein that provides for reimbursement will of costs and expenses or in-kind benefits, except as permitted by Section 409A, all such payments shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedoccurred.

Section 409A Compliance. It a) This Agreement is intended that the provisions of this Agreement to comply with the requirements of Section 409A of the Internal Revenue CodeCode of 1986, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under ) (Section 409A of the CodeCode hereinafter being referred to as “Section 409A”), if applicable. The Company cannot make any representations or guarantees with respect to compliance with Payments of Non-Qualified Deferred Compensation (as such requirementsterm is defined under Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Section 409A, and neither the Company nor any affiliate will have any obligation to indemnify if applicable. Any amounts payable solely on account of an involuntary separation from service of the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts, to the Codemaximum possible extent. For purposes of Section 409A, the avoidance right to a series of doubt, it is intended that any expense reimbursement installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made to the Executive hereunder is exempt from or provided in accordance with Section 409A of including, where applicable, the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then requirement that (i) any reimbursement is for expenses incurred during the amount period of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable yeartime specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense reimbursement will be made on or before no later than the last day of the calendar year following the year in which the expense was in incurred, and (iiiiv) the right to expense reimbursement hereunder will or in-kind benefits is not be subject to liquidation or exchange for another benefit. If . b) To the sixty day period following extent required by Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Executive on account of his separation from service until the first to occur of (i) the date of the Executive’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of employments ends in the calendar year following Executive’s employment with Company shall be withheld until the year that includes the date of Executive incurs both (i) a termination of employmenthis employment relationship with Company and (ii) the first instance of a “separation from service” with Company, then payment as such term is defined in Treas. Reg. Section 1.409A-1(h). d) The preceding provisions of any amount that is conditioned upon the execution of the release of claims described in this Section 4(g) above and is subject to Section 409A 20 shall not be paid until construed as a guarantee by Company of any particular tax effect to the first day of Executive under this Agreement, under any plan or program sponsored or maintained by Company or under any other agreement by and between the calendar year following Executive and Company. Company shall not be liable to the year that includes the date of termination of employmentExecutive for any additional tax, regardless of when the release is signed.penalty or interest imposed under Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Section 409A.

Section 409A Compliance. It (i) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall Company or any of the Internal Revenue CodeSubsidiaries be liable for any additional tax, as amended interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (the “Code”), and all provisions ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “termination of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt Term” or like terms shall mean “separation from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then service.” (iiii) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any All expenses or other taxable year, (ii) the expense reimbursement will reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A such reimbursements shall not be paid until the first day no later than March 15th of the calendar year following the calendar year that includes in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (iv) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within fifteen (15) days following the Termination Date”), the actual date of termination payment within the specified period shall be within the sole discretion of employment, regardless of when the release is signedCompany.

Section 409A Compliance. It is intended that the provisions of this Agreement comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this This Agreement will be construed interpreted and interpreted administered in accordance with the applicable requirements of, and exemptions from, Code § 409A in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. § 1.409A-1 et seq. The Company and all entities treated as a single employer with the Company pursuant to Section 1.409A-2(b)(iii409A and the regulations thereunder shall be treated as a single entity to the extent required thereunder. To the extent payments and benefits are subject to Code § 409A, this Agreement shall be interpreted, construed and administered in a manner that satisfies the 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 Treasury (collectively “Section 409A”). With respect to Where the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to term “Qualifying Termination,” “termination of employment” (or “termination” or similar words and substantially similar phrases) mean phrases describing termination of employment are used in this Agreement, such terms are to be read as satisfying the definition of a “separation from service” within in Section 409A. It is understood that “separation from service” shall be defined as referenced under Treas. Reg. § 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the meaning requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All expenses or other reimbursements paid pursuant to this Agreement that are taxable to the Employee shall in no event be paid later than the end of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the calendar year following the calendar year in which the Employee incurs such expense was incurredor pays the related tax. With regard to any provision in this Agreement for reimbursement of costs and expenses or in-kind benefits, and (iii) except as permitted by Section 409A, the right to expense reimbursement hereunder will or in-kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. If To the sixty day period following extent that the date of termination of employments ends in Company reasonably determines that certain amounts paid to the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Employee under Section 4(g) above and is 1 or otherwise are subject to Section 409A shall not be paid until the first day of the calendar year Code and the Employee is a specified employee, as defined under Section 409A of the Code, such amounts shall be delayed six months following the year that includes Employee’s termination from employment to the date extent required by Section 409A of termination of employment, regardless of when the release is signedCode.

Section 409A Compliance. It This Agreement is intended that the provisions of this Agreement to comply with Section 409A of the Internal Revenue Code, as amended Code and the treasury regulations and other official guidance promulgated thereunder (the “CodeSection 409A”), and all provisions of this Agreement will shall be construed and interpreted in a manner consistent accordance with such intent. The Change in Control payments and benefits set forth in this Agreement are intended to fit within the requirements “short-term deferral exception” to Section 409A, and shall at all times be interpreted and administered in furtherance of this intent. In no event whatsoever shall the Company (or its officers, directors, employees, agents, advisors or representatives) be liable for avoiding taxes any additional tax, interest or penalties under penalty that may be imposed on the Employee by Section 409A of the Code. The Company cannot make any representations or guarantees damages for failing to comply with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. Section 409A. For purposes of Section 409A 409A, the Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. 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 Code, each installment payment hereunder will be deemed a “separate payment” within Company. To the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in extent that reimbursements or other in-kind benefits under this Agreement to constitute “termination of employmentnonqualified deferred compensation” (and substantially similar phrases) mean “separation from service” within the meaning for purposes of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year409A, (iiA) the expense reimbursement will all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the expense was incurredEmployee, and (iiiB) the any right to expense reimbursement hereunder will 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. If To the sixty day period following the date extent any compensation or benefits under this Agreement constitutes “nonqualified deferred compensation” for purposes of termination of employments ends Section 409A, if required to comply with Section 409A, a Change in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A Control shall not be paid until deemed to have occurred unless the first day 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 calendar year following assets” of the year that includes Company within the date meaning of termination of employment, regardless of when the release is signed.Section 409A.

Section 409A Compliance. It is intended The parties to this Agreement intend that the provisions of this Agreement comply complies with Section 409A of the Internal Revenue CodeCode of 1986, as amended (“the “Code”), where applicable, and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Codethat intention. The Company cannot make any representations or guarantees with respect to compliance with such requirementsIf employed, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in will not be deemed to have occurred for purposes of any provision of this Agreement to “providing for the payment of any amounts or benefits upon or following a termination of employment” (and substantially similar phrases) mean employment unless such termination qualifies as a “separation from service” within the meaning of Section 409A of the Code. Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms will mean a “separation from service.” For the avoidance purposes of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to each payment made in accordance with this Agreement will be deferred compensation designated as a “separate payment” within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, then except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to the expense reimbursement Executive during one taxable any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the expense reimbursement during Executive in any other taxable calendar year, (ii) the expense reimbursement reimbursements for expenses for which the Executive is entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred, and (iii) the right to expense reimbursement or in-kind benefits hereunder will may not be subject to liquidation liquidated or exchange exchanged for another any other benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.

Section 409A Compliance. It (i) The intent of the parties hereto is intended that the provisions of payments and benefits under this Agreement comply with be exempt from (to the extent possible) Section 409A ("Section 409A") of the Internal Revenue CodeCode of 1986 and the regulations and guidance promulgated thereunder, as amended (collectively, the “"Code”)") and, accordingly, 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 Section 409A, such modification shall be made in good faith and all shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes payment of any amounts or penalties benefits that constitute "nonqualified deferred compensation" under Section 409A of the Code. The Company cannot make any representations upon or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean “is also a "separation from service” " within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." (iii) To the Code. For the avoidance of doubt, it is intended extent that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation within the meaning compensation" for purposes of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year409A, (iiA) the expense reimbursement will all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiB) the any right to expense reimbursement hereunder will or in- kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. (iv) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the sixty day period following the actual date of payment within the specified period shall be at the sole discretion of the Board. (v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (vi) Notwithstanding any other provision of this Agreement, to the extent required to avoid the imposition of tax, penalties or interest under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided under this Agreement during the six-month period immediately following a termination of employments ends in employment shall instead be paid on the calendar year following first payroll date after the year that includes six (6)-month anniversary of the date of termination of employmentemployment (or Employee’s death, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedif earlier).

Section 409A Compliance. It is intended The parties intend that the provisions of payments and benefits under this Agreement comply with, or remain exempt from, Code Section 409A and 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 of the Internal Revenue Code, as amended 409A. (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a i) A termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) shall mean a “separation from service” within the meaning of Section 409A and, references to a “termination,” “termination of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made employment” or like terms shall mean “separation from service.” Notwithstanding anything to the Executive hereunder is exempt from Section 409A of the Code; howevercontrary in this Agreement, if any expense reimbursement hereunder Executive is determined deemed on the date of termination to be deferred compensation a “specified employee” within the meaning of that 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 Codesix (6)-month period measured from the date of such “separation from service” of Executive, then and (iB) the amount 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 expense reimbursement during one taxable year will not affect delay period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the amount of the expense reimbursement during any other taxable year, normal payment dates specified for them herein. (ii) To the expense reimbursement will 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 before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive, and (iiiB) the any right to expense such reimbursement hereunder will 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. If Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the sixty day period following the actual date of termination payment within the specified period shall be within the sole discretion of employments ends the 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 calendar later tax year following the year that includes expiration of revocation period, subject to the date of termination of employment, then payment of any amount that is conditioned upon the execution remaining requirements of the release release. (v) No payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of claims described in Section 4(g) above and is 409A will be subject to offset unless otherwise permitted by Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. (a) It is intended that the provisions of this Agreement comply provide only for compensation that is exempt from or compliant with Section 409A 409A, as defined below. This Agreement shall be interpreted consistent with this intent. (b) Subject to this Section 17, payments or benefits under Sections 8 shall begin only upon the date of a “separation from service” of the Internal Revenue Code, Executive (determined as amended (set forth below) which occurs on or after the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A termination of the CodeExecutive’s employment. The Company cannot make any representations or guarantees following rules shall apply with respect to compliance with such requirementsdistribution of the payments and benefits, and neither the Company nor any affiliate will have any obligation if any, to indemnify be provided to the Executive or otherwise hold him harmless from any or all under Section 8, as applicable: (i) It is intended that each installment of such taxes or penalties. For the payments and benefits provided under Section 8 shall be treated as a separate “payment” for purposes of Section 409A of the Code, each installment payment hereunder will be deemed a Code and the guidance issued thereunder (“separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii409A”). With respect Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the timing extent specifically permitted or required by Section 409A. (ii) If, as of payments the date of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean the “separation from service” of Executive from the Company, Executive is not a “specified employee” (within the meaning of Section 409A 409A), then each installment of the Code. For payments and benefits shall be made on the avoidance of doubtdates and terms set forth in Section 8. (iii) If, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A as of the Code; howeverdate of the “separation from service” of Executive from the Company, if any expense reimbursement hereunder Executive is determined to be deferred compensation a “specified employee” (within the meaning of Section 409A 409A), then: (1) Each installment of the Codepayments and benefits due under Section 8 that, then (i) in accordance with the amount of the expense reimbursement during one taxable year dates and terms set forth herein, will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employmentall circumstances, regardless of when the release is signed.separation from service occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) 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. For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day of the third month following the end of the Executive’s tax year in which the separation from service occurs and the 15th day of the third month following the end of the Company’s tax year in which the separation from service occurs; and

Section 409A Compliance. (a) It is intended the intent of the Company and Employee that the provisions of payments and benefits under this Agreement shall comply with Section 409A, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or for any damages for failing to comply with Section 409A with respect to the payments and benefits under this Agreement. (b) Notwithstanding anything herein to the contrary, a termination of the Internal Revenue Code, as amended (the “Code”), and all provisions Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A (which, by definition, includes a separation from any other entity that would be deemed a single employer together with the Company for this purpose under Section 409A), and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Code. For Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” Initials: Company: ____ Employee: ____ (c) To the avoidance of doubt, it is intended that extent any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code409A, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any all such expenses or other taxable year, (ii) the expense reimbursement will reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiii) the any right to expense reimbursement hereunder will or in kind benefits is not be 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. (d) For purposes of Section 409A, Employee’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If the sixty day Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination of employments ends in termination”), the calendar year following the year that includes the actual date of termination payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of employmentthis Agreement to the contrary, then in no event shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It (a) To the extent applicable, it is intended that the provisions of this Agreement comply with the provisions of Code Section 409A 409A, so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the Internal Revenue Codetaxable year or years in which such amounts or benefits would otherwise actually be distributed, as amended (the “Code”)provided or otherwise made available to Employee. This Agreement shall be construed, administered, and all provisions of this Agreement will be construed and interpreted governed in a manner consistent with this intent and the requirements for avoiding taxes or penalties under Section 409A following provisions of the Code. The Company cannot make this paragraph shall control over any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all contrary provisions of such taxes or penalties. this Agreement. (b) For purposes of Code Section 409A of the Code409A, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in under this Agreement shall be treated as a right to “termination a separate payment for purposes of employment” Code Section 409A. (c) All reimbursements and substantially similar phrases) mean “separation from service” within in kind benefits provided under this Agreement, including, but not limited to, payments under Section 4, shall be made or provided in accordance with the meaning requirements of Code Section 409A of 409A, including, where applicable, the Code. For the avoidance of doubt, it is intended requirement that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable yeartime specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense reimbursement will be made on or before the last day of the calendar year following the year in which the expense was is incurred, and (iiiiv) the right to expense reimbursement hereunder will or in kind benefits is not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends . (d) References in the calendar year following the year this Agreement to Code Section 409A include both that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution Section of the release Code itself and any guidance promulgated thereunder. (e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of claims described in Section 4(g) above and is this Agreement, or the provision of payments or benefits thereunder, are determined to constitute deferred compensation subject to Section 409A shall not be paid until the first day of the calendar year following Code but do not satisfy an exemption from, or the year that includes the date of termination of employmentconditions of, regardless of when the release is signedsuch Section.

Section 409A Compliance. It (i) The intent of the parties hereto is intended that the provisions of payments and benefits under this Agreement comply with be exempt from (to the extent possible) Section 409A (“Section 409A”) of the Internal Revenue CodeCode of 1986 and the regulations and guidance promulgated thereunder, as amended (collectively, the “Code”)) and, accordingly, 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 Section 409A, such modification shall be made in good faith and all shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes payment of any amounts or penalties benefits that constitute “nonqualified deferred compensation” under Section 409A of the Code. The Company cannot make any representations upon or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from 7 service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) To the Code. For the avoidance of doubt, it is intended extent that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year409A, (iiA) the expense reimbursement will all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiB) the any right to expense reimbursement hereunder will or in- kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. (iv) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the sixty day period following the actual date of payment within the specified period shall be at the sole discretion of the Board. (v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (vi) Notwithstanding any other provision of this Agreement, to the extent required to avoid the imposition of tax, penalties or interest under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided under this Agreement during the six-month period immediately following a termination of employments ends in employment shall instead be paid on the calendar year following first payroll date after the year that includes six (6)-month anniversary of the date of termination of employmentemployment (or Employee’s death, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedif earlier).

Section 409A Compliance. It (a) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Section 409A of the Internal Revenue CodeCode (“Section 409A”) or are exempt therefrom and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered so as amended to be in compliance therewith. (the “Code”), and all provisions b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes payment of any amounts or penalties under benefits subject to Section 409A upon or following a termination of the Code. The Company cannot make any representations or guarantees with respect to compliance with employment unless such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed termination is also a “separate paymentseparation from service” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments 409A, and for purposes of any deferred compensation payable upon a termination such provision of employment hereunderthis Agreement, references in this Agreement to a “termination,” “termination of employment” (and substantially similar phrases) or like terms shall mean “separation from service” within the meaning of Section 409A 409A. (c) With regard to any provision herein that provides for reimbursement of the Code. For the avoidance of doubtcosts and expenses or in-kind benefits, it is intended that any expense reimbursement made to the Executive hereunder is exempt from except as permitted by Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then 409A: (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If ; (ii) the sixty amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day period of ▇▇▇▇▇▇▇▇▇’▇ taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. (d) Notwithstanding anything contained in this Agreement to the contrary, if ▇▇▇▇▇▇▇▇▇ is a “specified employee,” as determined under NATL’s policy for identifying specified employees on the date of termination, then to the extent required in order to comply with Section 409A, all payments, benefits or reimbursements paid or provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such date of termination of employments ends in shall be accumulated through and paid or provided (without interest), within 20 calendar days after the calendar year following the year first business day that includes is more than six months after the date of termination of employmenthis separation from service (or, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the if ▇▇▇▇▇▇▇▇▇ dies during such six-month period, within 20 calendar year following the year that includes the date of termination of employment, regardless of when the release is signeddays after ▇▇▇▇▇▇▇▇▇’▇ death).

Section 409A Compliance. It The intent of the Company is intended that the provisions of payments and benefits under this Agreement which are considered “deferred compensation” subject to Code Section 409A and the regulations and the guidance promulgated thereunder (collectively “Code Section 409A”) comply with Code Section 409A and be made and provided in compliance therewith. Accordingly: (a) For purposes of the Internal Revenue CodeAgreement, as amended the terms “terminate,” “termination,” “termination of employment,” and variations thereof, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. (b) If on the 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 payment or the provision of any benefit payable or provided because of such separation from service that constitutes “deferred compensation” subject to Code Section 409A, such 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 “CodeDelay 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 provisions of reimbursements and in-kind benefits provided under this Agreement will shall be construed and interpreted made or provided in a manner consistent accordance with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a “separate payment” within the meaning shorter period of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references time specified in this Agreement to “termination of employment” Agreement); (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (iB) the amount of the expense reimbursement expenses eligible for reimbursement, or in-kind benefits provided, during one taxable a calendar year will may not affect the amount of the expense reimbursement during expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable calendar year, ; (iiC) the reimbursement of an eligible expense reimbursement will be made on or before no later than the last day of the calendar year following the year in which the expense was is incurred, ; and (iiiD) the right to expense reimbursement hereunder will or in-kind benefits is not be subject to liquidation or exchange for another benefit. If . (d) The Agreement may be amended in any respect deemed by the sixty day period following President or the date of termination of employments ends Board or the Compensation Committee to be necessary in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in order to preserve compliance with Code Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It (i) Notwithstanding anything herein to the contrary, the intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue CodeCode of 1986, as amended (the “Code”)amended, and all provisions the regulations and guidance promulgated thereunder (“Section 409A”) and, accordingly, to the maximum extent permitted this Agreement, including without limitation any ambiguities or ambiguous terms, shall be interpreted to be in compliance therewith or exempt therefrom. The Bank shall not be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A. (ii) Termination of Employee’s employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement that constitutes nonqualified deferred compensation subject to Section 409A (“Deferred Payments”) unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A and, for purposes of any provision of this Agreement to the extent necessary or advisable to be exempt from or comply with Section 409A, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) All expenses or other reimbursements under this Agreement that would constitute nonqualified deferred compensation subject to Section 409A, (A) shall be paid on or prior to the last day of the Code. taxable year following the taxable year in which such expenses were incurred by Employee, (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect Employee’s right to reimbursement of any other expenses eligible for reimbursement in any other taxable year, and (C) Employee’s right to reimbursement shall not be subject to liquidation in exchange for any other benefit. (iv) For purposes of Section 409A, Employee’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) calendar days following the avoidance date of doubttermination”), it is intended that the actual date of payment within the specified period shall be within the sole discretion of the Bank in order to comply with Section 409A. (vi) Notwithstanding any expense reimbursement made other provision under this Agreement, solely to the Executive hereunder extent that a delay in payment is exempt from required in order to avoid the imposition of any tax under Section 409A of the Code; however409A, if any expense reimbursement hereunder is determined to be deferred compensation a Deferred Payment obligation under this Agreement arises on account of Employee’s separation from service within the meaning of Section 409A of in good faith by the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employmentBoard, then payment of any amount Deferred Payment that is conditioned upon scheduled to be paid within six (6) months after such separation from service shall be paid without interest on the execution first business day after the date that is six (6) months following Employee’s separation from service. Unless specifically provided otherwise in a written plan of the release Bank or written agreement between Employee and the Bank (for example, pursuant to an initial deferral election compliant with Section 409A), Employee will not have any discretion to choose Employee’s taxable year in which any payments or benefits are provided under this Agreement. (vii) Notwithstanding any other provision of claims described this Agreement to the contrary, in Section 4(g) above and is no event shall any payment under this Agreement that constitutes nonqualified deferred compensation subject to Section 409A shall not be paid until subject to offset, counterclaim or recoupment by any other amount payable to Employee unless otherwise permitted by Section 409A. (viii) Employee hereby acknowledges that he has been advised to seek and has sought the first day advice of a tax advisor with respect to the calendar year following tax consequences to Employee of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Section 409A and corresponding provisions of applicable state tax law. Employee hereby acknowledges and agrees that no representations have been made to Employee relating to the year that includes tax treatment of any payment pursuant to this Agreement under Section 409A and the date corresponding provisions of termination of employment, regardless of when the release is signedany applicable state income tax laws.

Section 409A Compliance. It (i) The intent of the parties hereto is intended that the provisions of payments and benefits under this Agreement comply with be exempt from (to the extent possible) Section 409A (“Section 409A”) of the Internal Revenue CodeCode of 1986 and the regulations and guidance promulgated thereunder, as amended (collectively, the “Code”)) and, accordingly, 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 Section 409A, such modification shall be made in good faith and all shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes payment of any amounts or penalties benefits that constitute “nonqualified deferred compensation” under Section 409A of the Code. The Company cannot make any representations upon or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) To the Code. For the avoidance of doubt, it is intended extent that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year409A, (iiA) the expense reimbursement will all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiB) the any right to expense reimbursement hereunder will or in- kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. (iv) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be at the sole discretion of the Board. (v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (vi) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5, shall be paid to Employee during the six-month period following Employee’s “separation from service” if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that such amounts ​ ​ is conditioned upon the execution delayed as a result of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until previous sentence, then on the first day of the calendar year seventh month following the year that includes the date of termination separation from service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of employmentEmployee’s death), regardless of when the release is signedCompany shall pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Employee during such period.

Section 409A Compliance. It (i) The intent of the parties is intended that the provisions of payments and benefits under this Agreement be exempt from or comply with Section 409A of the Internal Revenue CodeCode of 1986, as amended (the “Code”)) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and all provisions administered to be exempt from or in compliance therewith. In no event whatsoever shall Acadia or any of the Subsidiaries 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. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “termination of the Code. For the avoidance of doubt, it is intended that any expense reimbursement Employment Period” or like terms shall mean “separation from service.” (iii) All expenses or other reimbursements under this Agreement 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 Executive hereunder (provided that if any such reimbursements constitute taxable income to Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (iv) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within fifteen (15) days following the Termination Date”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is exempt from deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (a) the expiration of the Code; howeversix (6)-month period measured from the date of such “separation from service” of Executive and (b) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In addition, if any expense reimbursement hereunder Executive is determined a “specified employee,” to the extent that welfare benefits to be provided to Executive pursuant to this Agreement are not “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of Treasury Regulation Section 1.409A-1(a)(5) or other benefits not considered nonqualified deferred compensation within the meaning of Section 409A that regulation, such provision of benefits shall be delayed until the end of the CodeDelay Period. Notwithstanding the foregoing, then (i) to the extent that the previous sentence applies to the provision of any ongoing health or welfare benefits that would not be required to be delayed if the premiums were paid by Executive, Executive shall pay the full cost of the premiums for such benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of such premiums paid by Executive during the expense reimbursement during one taxable year will not affect Delay Period within ten (10) days after the amount end of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedDelay Period.

Section 409A Compliance. It is intended that the provisions of this Employment Agreement shall comply with Section 409A of the Internal Revenue Code, as amended Code (and any regulations and guidelines issued thereunder) to the “Code”)extent the Agreement is subject thereto, and all provisions of this the Agreement will shall be construed and interpreted on a basis consistent with such intent. If any additional amendments are necessary for the Agreement to comply with Section 409A, the parties hereto shall negotiate in good faith to amend the Agreement in a manner consistent with that preserves the requirements for avoiding original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 10 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes or penalties under pursuant to Section 409A of the Code. The Company cannot make With regard to any representations provision herein the provides for reimbursement of costs and expenses or guarantees with respect to compliance with such requirementsin-kind benefits, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of except as permitted by Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then : (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of the expense reimbursement expenses eligible for reimbursement, or in-kind benefits, provided during one any taxable year will shall not affect the amount of the expense reimbursement during expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause: (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 1 05(b) of the expense reimbursement will Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.

Section 409A Compliance. It (i) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code 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 Company or its subsidiaries 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. (ii) A termination of the Internal Revenue Code, as amended (the “Code”), and all provisions employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) To the Code. For the avoidance extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Code Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year409A, (iiA) the expense reimbursement will all such expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, or the expense was incurreddate prescribed herein for reimbursement, and if earlier, (iiiB) the any right to expense such reimbursement hereunder will 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. (iv) 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. If Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the sixty day period following the actual date of termination of employments ends in payment within the calendar year following specified period shall be within the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution sole discretion of the release Company. (v) Notwithstanding any other provision of claims described this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 4(g) above and is 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It This Agreement is intended that the provisions of this Agreement to comply with Section 409A of the Internal Revenue CodeCode of 1986, as amended (the “CodeSection 409A”), or an exemption therefrom, and all provisions shall be interpreted and administered accordingly. Notwithstanding any provision of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of contrary: (a) If any deferred compensation payable upon a payment or benefit provided to Executive in connection with Executive’s termination of employment hereunderconstitutes “deferred compensation” subject to Section 409A, references in this Agreement to and if Executive is a “termination of employmentspecified employee” (as defined in Section 409A and substantially similar phrasesdetermined in accordance with the methodology established by the Company) mean as of the date of Executive’s “separation from service” within (as defined in Section 409A), then such payment or benefit shall not be paid or provided until the meaning date that is six (6) months after Executive’s separation from service (or, if earlier, Executive’s death). (b) For purposes of Section 409A 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of the Code. separate and distinct payments. (c) For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning purposes of Section 409A 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. (d) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the Coderequirements of Section 409A, then including, where applicable, the requirement that (i) the amount any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable yeartime specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense reimbursement will be made on or before the last day of the calendar year following the year in which the expense was is incurred, and (iiiiv) the right to expense reimbursement hereunder will or in-kind benefits is not be subject to liquidation or exchange for another benefit. If . (e) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the sixty day period following the actual date of termination of employments ends in payment within the calendar year following specified period shall be within the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution sole discretion of the release Company. In no event shall the Company be liable to Executive for any additional tax, interest, or penalty incurred by Executive under Section 409A, or for any damages related to any failure of claims described in Section 4(g) above and is subject this Agreement or any payment hereunder to satisfy the requirements of Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedor any exemption therefrom.

Section 409A Compliance. It is intended The Parties agree that the provisions of this Agreement comply shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possible, then compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Code, as amended Service guidance and Treasury Regulations issued there under (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties any applicable transition relief under Section 409A of the Code). The Company canNevertheless, the tax treatment of the benefits provided under the Agreement is not make warranted or guaranteed. Neither the Company, nor their respective managers, members, officers, employees, or advisers shall be held liable for any representations taxes, interest, penalties, or guarantees with respect other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to compliance with such requirementsa series of installment payments under this Agreement shall, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For for purposes of Section 409A of the Code, each installment payment hereunder will be deemed treated as a “right to a series of separate payment” within the meaning of Treaspayments. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in All reimbursements and in-kind benefits provided under this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within that are includible in Your federal gross taxable income shall be made or provided in accordance with the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning requirements of Section 409A of the Code, then including the requirement that (i) the amount any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable yeartime specified in this letter), (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense reimbursement will be made on or before the last day of the calendar year following the year in which the expense was incurred, and (iiiiv) the right to expense reimbursement hereunder will or in-kind benefits is not be subject to liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement, and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of Separation from Service in Section 409A of the Code (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the sixty day period following payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant Separation from Service. In the event that You are a “specified employee” (as described in Section 409A of the Code), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A of the Code and would otherwise be payable upon Your Separation from Service (as described in Section 409A of the Code), then no such payment or benefit shall be made before the date that is six (6) months after Your Separation from Service (or, if earlier, the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then Your death). Any payment of any amount that is conditioned upon the execution or benefit delayed by reason of the release of claims described in Section 4(gprior sentence (the “Delayed Payment”) above and is subject to Section 409A shall not be paid until out or provided in a single lump sum at the first day end of such required delay period in order to catch up to the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedoriginal payment schedule.

Section 409A Compliance. It (1) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Section 409A of the Internal Revenue CodeCode and the regulations and guidance promulgated thereunder (collectively “Code 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 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 due to You being a “specified employee” as amended defined in Code Section 409A, any amounts payable to You during the first six months and one day following the date of termination pursuant to Section 4(b) shall be deferred until the date which is six months and one day following such termination (and the “Code”), and first such cash payment shall include payment of all provisions amounts that otherwise would have been due prior thereto under the terms of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A had such payments commenced immediately upon Your termination of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirementsemployment, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. payments thereafter shall continue as provided herein). (3) For purposes of compliance with Code Section 409A of the Code409A, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any all expenses or other taxable year, (ii) the expense reimbursement will reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by You, and (iiiii) the any right to expense reimbursement hereunder will or in-kind benefits is not be 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 installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the sixty day period following the actual date of termination of employments ends in payment within the calendar year following specified period shall be within the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution sole discretion of the release Company. (5) Notwithstanding any other provision of claims described this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 4(g) above and is 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It is intended Notwithstanding anything to the contrary in the Agreement, in-kind benefits and reimbursements provided under the Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under the provisions Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of this Agreement comply with medical expenses referred to in Code Section 409A of the Internal Revenue Code, as amended (the “Code”105(b), and all provisions of this Agreement will be construed any in-kind benefits and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will reimbursements shall not be subject to liquidation or exchange for another benefit. If Notwithstanding anything to the sixty day period following the date of termination of employments ends contrary in the calendar year Agreement, reimbursement requests must be timely submitted by Consultant and, if timely submitted, reimbursement payments shall be promptly made to Consultant following the year that includes the date of termination of employmentsuch submission, then payment of any amount that is conditioned upon the execution of the release of claims described but in Section 4(g) above and is subject to Section 409A shall not be paid until the first day no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Consultant be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in the Agreement, to the maximum extent permitted by applicable law, amounts payable to Consultant pursuant to the severance pay provisions of Section 6 above and the parachute payment provisions of Section 11(a) above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Consultant is treated as a “specified employee” (as determined by the Flora Management in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from Flora Management and each employer treated as a single employer with Flora Management under Code Section 414(b) or (c) (provided that includes in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under the Agreement by reason of Consultant’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Consultant’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Consultant, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to the provision and the date payment is actually made. Any series of payments due under the Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under the Agreement by reason of a termination of employmentengagement from Flora Management is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), regardless then instead of when making such payment upon occurrence of the release is signedtermination of engagement, such payment shall be made at such time as Consultant has a separation from service (within the meaning of Code Section 409A) from Flora Management and each employer treated as a single employer with Flora Management, as determined above.

Section 409A Compliance. It a. Notwithstanding anything herein to the contrary, the intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will or be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless exempt from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will and the regulations and guidance promulgated thereunder (“Section 409A”) and, accordingly, to the maximum extent permitted this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. The Bank shall not 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. b. To the extent necessary to comply with or be exempt from Section 409A, the termination of Executive’s employment shall not be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments have occurred for purposes of any deferred compensation payable provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” c. All expenses or other reimbursements under this Agreement that would constitute nonqualified deferred compensation subject to Section 409A, (A) shall be paid on or prior to the last day of the Code. taxable year following the taxable year in which such expenses were incurred by Executive, (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect Executive’s right to reimbursement of any other expenses eligible for reimbursement in any other taxable year, and (C) Executive’s right to reimbursement shall not be subject to liquidation in exchange for any other benefit. d. For purposes of Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. e. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) calendar days following the avoidance date of doubttermination”), it is intended that the actual date of payment within the specified period shall be within the sole discretion of the Bank in order to comply with Section 409A. f. Notwithstanding any expense reimbursement made other provision under this Agreement, solely to the Executive hereunder extent that a delay in payment is exempt from required in order to avoid the imposition of any tax under Section 409A of the Code; however409A, if any expense reimbursement hereunder is determined to be deferred compensation a payment obligation under this Agreement arises on account of Executive’s “separation from service” (within the meaning of Section 409A of 409A) in good faith by the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employmentBank’s Board, then payment of any amount or benefit provided under this Agreement that is conditioned upon considered to be non-qualified deferred compensation for purposes of Section 409A and that is scheduled to be paid within six (6) months after such separation from service shall be paid without interest on the execution first business day after the date that is six (6) months following Executive’s separation from service. g. Notwithstanding any other provision of this Agreement to the release of claims described contrary, in Section 4(g) above and is no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” subject to Section 409A shall not be paid until subject to offset, counterclaim or recoupment by any other amount payable to Executive unless otherwise permitted by Section 409A. h. Executive hereby acknowledges that the first day Executive has been advised to seek and has sought the advice of a tax advisor with respect to the calendar year following tax consequences to Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Section 409A and corresponding provisions of applicable state tax law. Executive hereby acknowledges and agrees that no representations have been made to Executive relating to the year that includes tax treatment of any payment pursuant to this Agreement under Section 409A and the date corresponding provisions of termination of employment, regardless of when the release is signedany applicable state income tax laws.

Section 409A Compliance. It The intent of the Company is intended that the provisions of payments and benefits under this Agreement which are considered “deferred compensation” subject to Code Section 409A and the regulations and the guidance promulgated thereunder (collectively “Code Section 409A”) comply with Code Section 409A of the Internal Revenue Code, as amended and be made and provided in compliance therewith. Accordingly: (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. a) For purposes of Section 409A the Agreement, the terms “terminate,” “termination,” “termination of the Codeemployment,” and variations thereof, each installment payment hereunder will be deemed are intended to mean a termination of employment that constitutes a “separate paymentseparation from service” under Code Section 409A. (b) If on the date of “separation from service” Executive is deemed to be a “specified employee” within the meaning of Treas. Reg. that term under Code Section 1.409A-2(b)(iii409A(a)(2)(B). With respect , then with regard to any payment or the timing of payments provision of any benefit payable or provided because of such separation from service that constitutes “deferred compensation payable upon a termination compensation” subject to Code Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of employment hereunder, references in this Agreement to “termination (A) the expiration of employment” the six (and substantially similar phrases) mean 6)-month period measured from the date of such “separation from service,” within and (B) the meaning date of Section 409A such individual’s death (the “Delay Period”). Upon the expiration of the Code. For 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 avoidance absence of doubt, it is intended that any expense reimbursement made such delay) shall be paid or reimbursed to the Executive hereunder is exempt from 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) Except as specifically permitted by Section 409A of 409A, the Code; however, if benefits and reimbursements provided to Executive under Section 6.2 and 6.3 and otherwise under this Agreement during any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable calendar year will shall not affect the amount of the expense reimbursement during benefits and reimbursements to be provided to Executive in any other taxable calendar year, (ii) the expense reimbursement will any such reimbursements shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense was incurred, incurred and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above such benefits and is subject to Section 409A reimbursements shall not be paid until liquidated or exchanged for any other benefit. (d) The Agreement may be amended in any respect deemed by the first day of Board or the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.Compensation Committee to be necessary in order to preserve compliance with Code Section 409A.

Section 409A Compliance. It The intent of the Parties is intended that the provisions of payments and benefits under this Agreement comply with be exempt from Section 409A of the Internal Revenue CodeCode of 1986, as amended amended, and the regulations and guidance promulgated thereunder (the “Code”collectively "Code Section 409A"), and all provisions of to the maximum extent possible, or to the extent not so exempt, that they be compliant with Section 409A to the maximum extent possible and, accordingly, to the maximum extent permitted, this Agreement will shall be construed and interpreted in a manner consistent with accordingly. In no event whatsoever shall the requirements Company or its affiliates or any of their respective directors, officers, employees, agents or attorneys be liable for avoiding taxes any additional tax, interest or penalties under penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. To the extent applicable and for purposes of compliance with Code Section 409A: (a) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the Code. The Company cantaxable year following the taxable year in which such expenses were incurred by the Executive; (b) any right to reimbursement or in-kind benefits is not make subject to liquidation or exchange for another benefit; and (c) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any representations taxable year shall in any way affect the expenses eligible for reimbursement, or guarantees with respect in-kind benefits to compliance with such requirementsbe provided, and neither the Company nor in any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penaltiesother taxable year. For purposes of Code Section 409A, the 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. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. A termination of the Code, each installment payment hereunder will employment shall not be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments have occurred for purposes of any deferred compensation payable provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of the Codeany such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. For the avoidance Any provision of doubt, it is intended that any expense reimbursement made this Agreement to the Executive hereunder is exempt from Section 409A of the Code; howevercontrary notwithstanding, if any expense reimbursement hereunder at the time of Executive’s separation from service, the Company determines that Executive is determined to be deferred compensation a “specified employee” within the meaning of Code Section 409A of the Code409A, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) the amount of the expense reimbursement during six (6) months and one taxable year will not affect the amount of the expense reimbursement during any other taxable year(1) day after such separation from service, and (ii) the expense reimbursement will be made on or before date of Executive’s death (the last day “Delay Period”). Within five (5) days of the year following end of the year 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 incurredabsence of such delay) shall be paid or provided to Executive in a lump-sum, and (iii) any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the right normal payment dates specified for them herein. All payments of Taxes required to expense reimbursement hereunder will not be subject paid by the Company to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject Executive pursuant to Section 409A 3.7 or Section 11.9 shall not be paid until the first day no later than December 31 of the calendar year following the calendar year that includes in which the date of termination of employment, regardless of when Executive remits the release is signedTaxes.

Section 409A Compliance. It This Agreement is intended that the provisions of this Agreement to comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the applicable requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the CodeCode and shall be limited, each installment payment hereunder construed and interpreted in accordance with such intent. A termination of employment will not be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments have occurred for purposes of any deferred compensation payable provision of this Agreement providing for the payment of any amounts or benefits following or upon a termination of employment hereunder, references in this Agreement (to “the extent such payments or benefits are subject to Section 409A) unless such termination of employment” (and substantially similar phrases) mean also constitutes a “separation from service” within the meaning of Code Section 409A. Any payment otherwise required to be made to Executive on account of the termination of Executive’s employment, to the extent such payment is properly treated as deferred compensation subject to the Section 409A of the Code. For Code and the avoidance of doubtregulations and other applicable guidance issued by the Internal Revenue Service thereunder, it is intended that any expense reimbursement made to and only if the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation treated as a “specified employee” within the meaning of Section 409A of the CodeCode at the time of Executive’s termination of employment, then shall not be made until the first business day after the expiration of six months from the Termination Date or, if earlier, the date of Executive’s death. On the payment date, as so delayed, there shall be paid to Executive (or Executive’s estate, as the case may be) in a single cash payment an amount equal to the aggregate amount of the payments delayed pursuant to the preceding sentence. Each payment required under this Agreement will be considered a separate payment for purposes of determining the applicability of or exemption from Section 409A. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any all expenses or other taxable year, (ii) the expense reimbursement reimbursements hereunder will be made no later than the time frame set forth in this Agreement, but in any event, on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive, and (iiiii) the any right to expense reimbursement hereunder or in-kind benefits will not be 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 will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. If Notwithstanding the sixty day period following foregoing, Executive shall be solely responsible, and the date of termination of employments ends in Company shall have no liability, for the calendar year following the year that includes the date of termination of employment, then payment of any amount taxes, acceleration of taxes, interest or penalties that is conditioned upon the execution may be incurred under or as a result of Section 409A of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedCode.

Section 409A Compliance. It (i) The intent of the parties hereto is intended that the provisions of payments and benefits under this Agreement comply with be exempt from (to the extent possible) Section 409A (“Section 409A”) of the Internal Revenue CodeCode of 1986 and the regulations and guidance promulgated thereunder, as amended (collectively, the “Code”)) and, accordingly, 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 Section 409A, such modification shall be made in good faith and all shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes payment of any amounts or penalties benefits that constitute ​ ​ “nonqualified deferred compensation” under Section 409A of the Code. The Company cannot make any representations upon or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) To the Code. For the avoidance of doubt, it is intended extent that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year409A, (iiA) the expense reimbursement will all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiB) the any right to expense reimbursement hereunder will or in- kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. (iv) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be at the sole discretion of the Board. (v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (vi) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5, shall be paid to Employee during the six-month period following Employee’s “separation from service” if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that such amounts is conditioned upon the execution delayed as a result of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until previous sentence, then on the first day of the calendar year seventh month following the year that includes the date of termination separation from service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of employmentEmployee’s death), regardless of when the release is signedCompany shall pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Employee during such period.

Section 409A Compliance. It This Agreement is intended that the provisions of this Agreement to comply with Section 409A of the Internal Revenue CodeCode of 1986, as amended (the “Code”), ) and all provisions of this Agreement will be construed and interpreted in a manner consistent intended to comply with Section 409A of the requirements for avoiding taxes Code. Notwithstanding anything herein to the contrary, (a) if at the time of Executive’s termination of employment with Cache he is a “specified employee” as defined in Section 409A of the Code (and any related regulations or penalties other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code. The Company cannot make , then Cache will defer the commencement of the payment of any representations such payments or guarantees benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided) until the date that is six (6) months following the termination of employment with respect Cache (or the earliest date as is permitted under Section 409A of the Code) and (b) if any other payments of money or other benefits due to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive hereunder could cause the application of an accelerated or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of additional tax under Section 409A of the Code, each installment such payments or other benefits shall be deferred if deferral will make such payment hereunder will or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be deemed restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due under this Agreement constitute “separate paymentdeferred compensation” within under Section 409A of the meaning of Code, any such reimbursements or in-kind benefits shall be paid in a manner consistent with Treas. Reg. Section 1.409A-2(b)(iii1.409A-3(i)(1)(iv). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in Each payment made under this Agreement to shall be designated as a “termination of employment” (and substantially similar phrases) mean “separation from serviceseparate payment” within the meaning of Section 409A of the Code. For All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” within the avoidance meaning of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from such term under Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.

Section 409A Compliance. It is intended that the provisions of this Agreement comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this This Agreement will be construed interpreted and interpreted administered in accordance with the applicable requirements of, and exemptions from, Code § 409A in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. § 1.409A-1 et seq. The Company and all entities treated as a single employer with the Company pursuant to Section 1.409A-2(b)(iii409A and the regulations thereunder shall be treated as a single entitiy to the extent required thereunder. To the extent payments and benefits are subject to Code § 409A, this Agreement shall be interpreted, construed and administered in a manner that satisfies the 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 Treasury (collectively “Section 409A”). With respect to Where the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to term “Qualifying Termination,” “termination of employment” (or “termination” or similar words and substantially similar phrases) mean phrases describing termination of employment are used in this Agreement, such terms are to be read as satisfying the definition of a “separation from service” within in Section 409A. It is understood that “separation from service” shall be defined as referenced under Treas. Reg. § 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the meaning requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All expenses or other reimbursements paid pursuant to this Agreement that are taxable to the Employee shall in no event be paid later than the end of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the calendar year following the calendar year in which the Employee incurs such expense was incurredor pays the related tax. With regard to any provision in this Agreement for reimbursement of costs and expenses or in-kind benefits, and (iii) except as permitted by Section 409A, the right to expense reimbursement hereunder will or in-kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. If To the sixty day period following extent that the date of termination of employments ends in Company reasonably determines that certain amounts paid to the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Employee under Section 4(g) above and is 1 or otherwise are subject to Section 409A shall not be paid until the first day of the calendar year Code and the Employee is a specified employee, as defined under Section 409A of the Code, such amounts shall be delayed six months following the year that includes Employee’s termination from employment to the date extent required by Section 409A of termination of employment, regardless of when the release is signedCode.

Section 409A Compliance. It is intended that Notwithstanding anything to the provisions of contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement comply shall be provided in accordance with the requirements of Treasury Regulation Section 409A 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of the Internal Revenue Code, as amended (the “Code”medical expenses referred to in Code Section 105(b), and all provisions of this Agreement will be construed any in-kind benefits and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will reimbursements shall not be subject to liquidation or exchange for another benefit. If Notwithstanding anything to the sixty day period contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following the date of termination of employments ends such submission, but in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that includes in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, regardless such payment shall be made at such time as Executive has a separation from service (within the meaning of when Code Section 409A) from the release is signedCompany and each employer treated as a single employer with the Company, as determined above.

Section 409A Compliance. (a) It is intended the intent of the Company and Employee that the provisions of payments and benefits under this Agreement shall comply with Section 409A and applicable regulations and guidance thereunder (collectively, “Section 409A”) of the Internal Revenue CodeCode of 1986, as amended (the “Code”)amended, and all provisions accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A and the parties hereto agree to reasonably cooperate and use reasonable best efforts to effect such compliance. In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by reason of Section 409A or for any damages resulting from any failure to comply with Section 409A. (b) Notwithstanding anything herein to the contrary, a termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A (which, by definition, includes a separation from any other entity that would be deemed a single employer together with the Company for this purpose under Section 409A), and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Code. For Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” (c) To the avoidance of doubt, it is intended that extent any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code409A, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any all such expenses or other taxable year, (ii) the expense reimbursement will reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiii) the any right to expense reimbursement hereunder will or in kind benefits is not be 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. (d) For purposes of Section 409A, Employee’s right to receive installment payments, if any, pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If the sixty day Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination of employments ends in termination”), the calendar year following the year that includes the actual date of termination payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of employmentthis Agreement to the contrary, then in no event shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It (i) The intent of the parties hereto is intended that the provisions of payments and benefits under this Agreement comply with be exempt from (to the extent possible) Section 409A (“Section 409A”) of the Internal Revenue CodeCode of 1986 and the regulations and guidance promulgated thereunder, as amended (collectively, the “Code”)) and, accordingly, 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 Section 409A, such modification shall be made in good faith and all shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes payment of any amounts or penalties benefits that constitute “nonqualified deferred compensation” under Section 409A of the Code. The Company cannot make any representations upon or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) To the Code. For the avoidance of doubt, it is intended extent that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year409A, (iiA) the expense reimbursement will all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiB) the any right to expense reimbursement hereunder will or in-kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. (iv) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the sixty day period following the actual date of payment within the specified period shall be at the sole discretion of the Board. (v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred ​ ​ ​ compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (vi) Notwithstanding any other provision of this Agreement, to the extent required to avoid the imposition of tax, penalties or interest under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided under this Agreement during the six-month period immediately following a termination of employments ends in employment shall instead be paid on the calendar year following first payroll date after the year that includes six-month anniversary of the date of termination of employmentemployment (or Employee’s death, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedif earlier).

Section 409A Compliance. It is intended that the provisions (a) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement comply with Section 409A of providing for the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of the Code. For the avoidance any such provision of doubtthis Agreement, it is intended that references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (b) Notwithstanding any expense reimbursement made other payment schedule provided herein to the Executive hereunder is exempt from Section 409A of the Code; howevercontrary, if any expense reimbursement hereunder Executive is determined deemed on the date of termination to be deferred compensation a “specified employee” within the meaning of that term under Code Section 409A 409A(a)(2)(B), then each of the Code, then following shall apply: (i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the amount date which is the earlier of (A) the expiration of the expense reimbursement during one taxable year will not affect six (6)-month period measured from the amount date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the expense reimbursement during any other taxable yearDelay Period, all payments 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 to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (ii) To the expense reimbursement will extent that any benefit to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. (c) All expenses or other reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A such reimbursements shall not be paid until the first day no later than March 15th of the calendar year following the calendar year that includes in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination termination”), the actual date of employmentpayment within the specified period shall be within the sole discretion of the Company. (f) Notwithstanding any other provision of this Agreement to the contrary, regardless in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of when Code Section 409A be subject to offset, counterclaim, or recoupment by any other payment pursuant to this Agreement or otherwise unless otherwise permitted by Code Section 409A or pursuant to any written agreement providing for the release is signedforfeiture of compensation upon the occurrence of certain events. (g) To the extent Executive would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Code Section 409A as a result of any provision of this Agreement, the Company and BGC agree to reasonably cooperate with Executive to execute any amendment to the provisions hereof reasonably necessary to implement this Section 18(g) but only (i) to the minimum extent necessary to avoid application of such tax and (ii) to the extent that the Company and BGC would not (in the opinion of the Company and BGC), as a result, suffer any adverse consequences.

Section 409A Compliance. (a) It is intended the intent of the Company and Employee that the provisions of payments and benefits under this Agreement shall comply with Section 409A of the Internal Revenue Codeand applicable regulations and guidance thereunder (collectively, as amended (the “CodeSection 409A”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A ) of the Code, each installment payment hereunder will and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A and the parties hereto agree to reasonably cooperate and use reasonable best efforts to effect such compliance. (b) Notwithstanding anything herein to the contrary, a termination of the Employment Period shall not be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments have occurred for purposes of any deferred compensation payable provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A (which, by definition, includes a separation from any other entity that would be deemed a single employer together with the Company for this purpose under Section 409A), and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Code. For Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” (c) To the avoidance of doubt, it is intended that extent any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code409A, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any all such expenses or other taxable year, (ii) the expense reimbursement will reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiii) the any right to expense reimbursement hereunder will or in kind benefits is not be subject to liquidation or exchange for another benefit. If , and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the sixty day expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination of employments ends in termination”), the calendar year following the year that includes the actual date of termination payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of employmentthis Agreement to the contrary, then in no event shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. (a) It is intended the intent of the Company and Employee that the provisions of payments and benefits under this Agreement shall comply with Section 409A and applicable regulations and guidance thereunder (collectively, “Section 409A”) of the Internal Revenue CodeCode of 1986, as amended (the “Code”)amended, and all provisions accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A and the parties hereto agree to reasonably cooperate and use reasonable best efforts to effect such compliance. (b) Notwithstanding anything herein to the contrary, a termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A (which, by definition, includes a separation from any other entity that would be deemed a single employer together with the Company for this purpose under Section 409A), and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Code. For Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” (c) To the avoidance of doubt, it is intended that extent any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code409A, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any all such expenses or other taxable year, (ii) the expense reimbursement will reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiii) the any right to expense reimbursement hereunder will or in kind benefits is not be subject to liquidation or exchange for another benefit. If , and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the sixty day expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination of employments ends in termination”), the calendar year following the year that includes the actual date of termination payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of employmentthis Agreement to the contrary, then in no event shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It (i) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, 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 Internal Revenue Code, as amended (applicable provision without violating the “Code”), and all provisions of this Agreement will Code Section 409A. In no event whatsoever shall the Company be construed and interpreted in a manner consistent with liable for any additional tax, interest or penalty that may be imposed on the requirements for avoiding taxes or penalties under Employee by Code Section 409A of the Code. The Company cannot make any representations or guarantees damages for failing to comply with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Code Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, 409A. (ii) To the expense reimbursement will extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the expense was incurredEmployee, and (iiiB) the any right to expense reimbursement hereunder will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If , and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the sixty day period following expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iii) Notwithstanding any other provision of this Agreement to the date contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Code Section 4(g) above and is 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It (i) Notwithstanding anything herein to the contrary, the intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will or be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless exempt from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will and the regulations and guidance promulgated thereunder (“Section 409A”) and, accordingly, to the maximum extent permitted this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. The Bank shall not 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. (ii) Termination of Executive’s employment shall not be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments have occurred for purposes of any deferred compensation payable provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) All expenses or other reimbursements under this Agreement that would constitute nonqualified deferred compensation subject to Section 409A, (A) shall be paid on or prior to the last day of the Code. taxable year following the taxable year in which such expenses were incurred by Executive, (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect Executive’s right to reimbursement of any other expenses eligible for reimbursement in any other taxable year, and (C) Executive’s right to reimbursement shall not be subject to liquidation in exchange for any other benefit. (iv) For purposes of Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the avoidance date of doubttermination”), it is intended that the actual date of payment within the specified period shall be within the sole discretion of the Bank in order to comply with Section 409A. (vi) Notwithstanding any expense reimbursement made other provision under this Agreement, solely to the Executive hereunder extent that a delay in payment is exempt from required in order to avoid the imposition of any tax under Section 409A of the Code; however409A, if any expense reimbursement hereunder is determined to be deferred compensation a payment obligation under this Agreement arises on account of Executive’s “separation from service” (within the meaning of Section 409A of 409A) in good faith by the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employmentBank’s Board, then payment of any amount or benefit provided under this Agreement that is conditioned upon considered to be non-qualified deferred compensation for purposes of Section 409A and that is scheduled to be paid within six (6) months after such separation from service shall be paid without interest on the execution first business day after the date that is six (6) months following Executive’s separation from service. (vii) Notwithstanding any other provision of this Agreement to the release of claims described contrary, in Section 4(g) above and is no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” subject to Section 409A shall not be paid until subject to offset, counterclaim or recoupment by any other amount payable to Executive unless otherwise permitted by Section 409A. (viii) Executive hereby acknowledges that the first day Executive has been advised to seek and has sought the advice of a tax advisor with respect to the calendar year following tax consequences to Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Section 409A and corresponding provisions of applicable state tax law. Executive hereby acknowledges and agrees that no representations have been made to Executive relating to the year that includes tax treatment of any payment pursuant to this Agreement under Section 409A and the date corresponding provisions of termination of employment, regardless of when the release is signedany applicable state income tax laws.

Section 409A Compliance. It is intended The parties intend that the provisions of payments and benefits under this Agreement comply with, or remain exempt from, Code Section 409A and 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 of the Internal Revenue Code, as amended 409A. (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a i) A termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) shall mean a “separation from service” within the meaning of Section 409A and, references to a “termination,” “termination of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made employment” or like terms shall mean “separation from service.” Notwithstanding anything to the Executive hereunder is exempt from Section 409A of the Code; howevercontrary in this Agreement, if any expense reimbursement hereunder Executive is determined deemed on the date of termination to be deferred compensation a “specified employee” within the meaning of that 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 Codesix (6)-month period measured from the date of such “separation from service” of Executive, then and (iB) the amount 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 expense reimbursement during one taxable year will not affect delay period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the amount of the expense reimbursement during any other taxable year, normal payment dates specified for them herein. (ii) To the expense reimbursement will 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 before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive, and (iiiB) the any right to expense such reimbursement hereunder will 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. If Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the sixty day period following the actual date of termination payment within the specified period shall be within the sole discretion of employments ends the 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 calendar later tax year following the year that includes expiration of revocation period, subject to the date of termination of employment, then payment of any amount that is conditioned upon the execution remaining requirements of the release release. (v) No payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of claims described in Section 4(g) above and is 409A be subject to offset unless otherwise permitted by Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It (a) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Code 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 Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of the Internal Revenue Code, as amended (the “Code”), and all provisions employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of the Code. For the avoidance any such provision of doubtthis Agreement, it is intended that references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding any expense reimbursement made other payment schedule provided herein to the Executive hereunder is exempt from Section 409A of the Code; howevercontrary, if any expense reimbursement hereunder the Executive is determined deemed on the date of termination to be deferred compensation a “specified employee” within the meaning of that term under Code Section 409A 409A(a)(2)(B), then each of the Code, then following shall apply: (i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the amount date which is the earlier of (A) the expiration of the expense reimbursement during one taxable year will not affect six (6)-month period measured from the amount date of such “separation from service” of the expense reimbursement during any other taxable yearExecutive, and (B) the date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 5 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (ii) To the expense extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. (d) To the extent that any agreement provides for the reimbursement will of expenses or the provision of in-kind benefits that constitute “non-qualified deferred compensation” under Code Section 409A, the following shall apply: (i) all expenses or other reimbursements under an agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the expense was incurred, and Executive; (iii2) the any right to expense reimbursement hereunder will or in kind benefits is not be subject to liquidation or exchange for another benefit. If ; and (3) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the sixty day period following expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) For purposes of Code Section 409A, the date Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of termination separate and distinct payments. (f) Notwithstanding any other provision of employments ends this Agreement to the contrary, in the calendar year following the year no event shall any payment under this Agreement that includes the date constitutes “deferred compensation” for purposes of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Code Section 4(g) above and is 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.”

Section 409A Compliance. It The intent of the parties is intended that payments and benefits under this Agreement are either exempt from, or comply with, Internal Revenue Code Section 409A and the provisions regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, to the maximum extent permitted, this Agreement shall be interpreted in accordance with this intent. The Company does not guarantee any particular tax consequences. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement comply with Section 409A of providing for the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of the Code. For the avoidance any such provision of doubtthis Agreement, it is intended that any expense reimbursement made references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the Executive hereunder is exempt from Section 409A of the Code; howevercontrary in this Agreement, if any expense reimbursement hereunder the Executive is determined deemed on the date of termination to be deferred compensation a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the Codesix-month period measured from the date of such “separation from service” of the Executive, then and (iB) the amount date of the expense reimbursement during one taxable year will not affect Executive’s death, to the amount extent required under Code Section 409A. Upon the expiration of the expense reimbursement during foregoing 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 the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other taxable yearin-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (iiA) the expense reimbursement will all such expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the expense was incurredExecutive, and (iiiB) the any right to expense such reimbursement hereunder will 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. If For purposes of Code Section 409A, the sixty day 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 following with reference to a number of days, the actual date of termination of employments ends in payment within the calendar year following specified period shall be within the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution sole discretion of the release Company. Notwithstanding any other provision of claims described this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 4(g) above and is 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It is intended that the provisions of any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Internal Revenue CodeCode (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Executive to payment of any additional tax, as amended (the “Code”), and all penalty or interest imposed under Code Section 409A. The provisions of this Agreement will shall be construed and interpreted in a manner consistent with to avoid the requirements for avoiding taxes imputation of any such additional tax, penalty, or penalties interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. Notwithstanding the foregoing, Executive recognizes and acknowledges that Banner has not provided, and is not providing, any tax advice or any guarantee regarding the tax treatment of payments under this Agreement, and Executive is responsible for assessing the tax consequences of payments, and has had an opportunity to consult with a tax advisor and negotiate a structure of payments under this Agreement. Under no circumstances may the time or schedule of any payment made or benefit provided pursuant to this Agreement be accelerated or subject to a further deferral except as otherwise permitted or required pursuant to regulations and other guidance issued pursuant to Code Section 409A. Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. If any 21-day consideration and seven-day revocation period spans two calendar years, then the Separation Pay shall be paid on the first regularly scheduled pay date in the calendar year immediately following the year of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penaltiestermination. For purposes of Section 409A of this Agreement, the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to term “termination of employment” (and substantially any similar phrases) mean phrase means “separation from service” within the meaning of as defined pursuant to Code Section 409A of the Codeand corresponding regulations. For the avoidance of doubtIn addition, it is intended that any expense reimbursement made notwithstanding anything to the Executive hereunder is exempt from Section 409A of the Code; howevercontrary in this Agreement, if at the time Executive’s employment terminates, he is a “specified employee,” as defined for purposes of Code Section 409A, any expense reimbursement hereunder is determined to and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be deferred compensation payable within the meaning of Section 409A of the Code, then six (i6) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period months following the date of termination of employments ends in termination, shall instead be paid on the calendar year next business day following the year that includes expiration of such six (6) month period or, if earlier, upon Executive’s death; to the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject extent necessary to comply with Code Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employmentand avoid additional tax, regardless of when the release is signed.penalty, or interest under Code Section 409A.

Section 409A Compliance. It (i) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is intended that either exempt from or compliant with the provisions requirements of this Agreement comply with Section 409A of the Internal Revenue CodeCode of 1986, as amended (the “Code”)) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, and all provisions the tax treatment of this the benefits provided under the Agreement will is not warranted or guaranteed. Neither SBH nor its directors, officers, employees or advisers shall be construed and interpreted in held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a manner consistent with result of the requirements for avoiding taxes or penalties under application of Section 409A of the Code. The Company cannot make . (ii) Notwithstanding anything in this Agreement to the contrary, to the extent that any representations amount or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the CodeCode (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, each installment such Non-Exempt Deferred Compensation will not be 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 Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a termination of employment, however defined. If this provision prevents the payment hereunder will or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be deemed made at the time and in 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 “separate payment” within the meaning 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-2(b)(iii1.409A-3(j)(4)(ii) (domestic relations order). With respect to the timing , (j)(4)(iii) (conflicts of payments of any deferred compensation payable upon a termination interest), or (j)(4)(vi) (payment of employment hereunder, references in this Agreement to “termination of employment” taxes): (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (iA) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement six-month period immediately following Executive’s separation from service will be made accumulated through and paid or provided on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year 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 year “Required Delay Period”); and (B) the normal payment or distribution schedule for any remaining 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 includes SBH’s Specified Employees and its application of the date six-month delay rule of termination 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 employment, regardless of when the release is signedSBH.

Section 409A Compliance. It (i) The intent of the parties hereto is intended that the provisions of payments and benefits under this Agreement comply with be exempt from (to the extent possible) Section 409A (“Section 409A”) of the Internal Revenue CodeCode of 1986 and the regulations and guidance promulgated thereunder, as amended (collectively, the “Code”)) and, accordingly, 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 Section 409A, such modification shall be made in good faith and all shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes payment of any amounts or penalties benefits that constitute “nonqualified deferred compensation” under Section 409A of the Code. The Company cannot make any representations upon or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A and, for ​ purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) To the Code. For the avoidance of doubt, it is intended extent that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year409A, (iiA) the expense reimbursement will all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiB) the any right to expense reimbursement hereunder will or in- kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. (iv) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be at the sole discretion of the Board. (v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (vi) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5, shall be paid to Employee during the six-month period following Employee’s “separation from service” if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that such amounts is conditioned upon the execution delayed as a result of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until previous sentence, then on the first day of the calendar year seventh month following the year that includes the date of termination separation from service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of employmentEmployee’s death), regardless of when the release is signedCompany shall pay Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Employee during such period.

Section 409A Compliance. It is intended that the provisions of this Agreement shall comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, provisions of this Agreement shall be interpreted and neither administered by the Company nor any affiliate will have any obligation to indemnify in a manner that complies with Section 409A of the Executive or otherwise hold him harmless from any or all of such taxes or penaltiesCode. For purposes of Section 409A of the Code, each installment payment hereunder will or amount due under this Agreement shall be deemed a “considered as separate payment” within , and the meaning Executive’s entitlement to a series of Treaspayment ▇▇▇▇▇▇ this Agreement is to be treated as an entitlement to a series of separate payments. Reg. Section 1.409A-2(b)(iii). With respect Notwithstanding any provision in this Agreement to the timing contrary, if any payment provided for in this Agreement would be subject to additional taxes and interest under Section 409A of the Code if the Executive’s receipt of such payment is not delayed as provided in Section 409A(a)(2)(B) of the Code and the Treasury Regulations issued thereunder, then such payment shall not be made to the Executive until the earlier of (a) the date of the Executive’s death or (b) the date that is six months after the date of the Executive’s “Separation from Service” (as defined in Treasury Regulation 1.409A-1(h)) with the Company. Any such delayed payments of any deferred compensation payable upon shall be paid in a termination of employment hereunder, lump sum without interest. All references in this Agreement to a “termination of employment” (and substantially similar phrases) mean “separation are intended to have the same meaning as a Separation from service” within the meaning of Section 409A of the CodeService. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the The amount of expenses eligible for reimbursement, or in-kind benefits provided under this Agreement, during the expense reimbursement during one Executive’s taxable year will may not affect the amount of the expense reimbursement during expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, (ii) the expense reimbursement will . All reimbursements of eligible expenses shall be made on or before promptly and in accordance with the Company’s reimbursement policies, but in no even later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the . The right to expense reimbursement hereunder will or in-kind benefits under this Agreement is not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.

Section 409A Compliance. It is intended that the provisions of The Parties intend for this Agreement comply with either to satisfy the requirements of Section 409A of the Internal Revenue CodeCode of 1986, as amended (the “Code”)) or to be exempt from the application of Code Section 409A, and all provisions of this Agreement will shall be construed and interpreted accordingly. Notwithstanding anything in a manner consistent with this Agreement to the requirements for avoiding taxes or penalties under Section 409A of contrary, in the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify event that the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will is deemed to be deemed a “separate paymentspecified employee” within the meaning of TreasCode Section 409A(a)(2)(B)(i), no payments hereunder that are “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 Executive’s “separation from service” (as defined in Code Section 409A) or, if earlier, the date of the Executive’s death. RegFollowing any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Code Section 409A that is also a business day. For purposes of Code Section 1.409A-2(b)(iii)409A, each of the payments that may be made hereunder is designated as a separate payment. With For purposes of this Agreement, with respect to the timing of payments of any amounts that are considered to be “deferred compensation payable upon a termination of employment hereundercompensation” subject to Code Section 409A, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within shall be interpreted and applied in a manner that is consistent with the meaning requirements of Code Section 409A of 409A. To the Code. For the avoidance of doubt, it is intended extent that any expense reimbursements under this Agreement are taxable to the Executive, any such reimbursement made payment due to the Executive hereunder is exempt from Section 409A shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of the Code; howeverexpenses incurred, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made 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, and (iii) . The taxable reimbursements under this Agreement that could constitute “deferred compensation” within the right to expense reimbursement hereunder will meaning of Code Section 409A are not be subject to liquidation or exchange for another benefit. If , and the sixty day period following amount of such benefits and reimbursements that the date of termination of employments ends Executive receives in the calendar one taxable year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until affect the first day amount of such benefits or reimbursements that the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedExecutive receives in any other taxable year.

Section 409A Compliance. It (a) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Code 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 Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of the Internal Revenue Code, as amended (the “Code”), and all provisions employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of the Code. For the avoidance any such provision of doubtthis Agreement, it is intended that references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding any expense reimbursement made other payment schedule provided herein to the Executive hereunder is exempt from Section 409A of the Code; howevercontrary, if any expense reimbursement hereunder the Executive is determined deemed on the date of termination to be deferred compensation a “specified employee” within the meaning of that term under Code Section 409A 409A(a)(2)(B), then each of the Code, then following shall apply: (i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the amount date which is the earlier of (A) the expiration of the expense reimbursement during one taxable year will not affect six (6)-month period measured from the amount date of such “separation from service” of the expense reimbursement during any other taxable yearExecutive, and (B) the date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments 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 to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (ii) To the expense extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. (d) To the extent that any agreement provides for the reimbursement will of expenses or the provision of in-kind benefits that constitute “non-qualified deferred compensation” under Code Section 409A, the following shall apply: (i) all expenses or other reimbursements under an agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the expense was incurred, and Executive; (iii2) the any right to expense reimbursement hereunder will or in kind benefits is not be subject to liquidation or exchange for another benefit. If ; and (3) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the sixty day period following expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) For purposes of Code Section 409A, the date Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of termination separate and distinct payments. (f) Notwithstanding any other provision of employments ends this Agreement to the contrary, in the calendar year following the year no event shall any payment under this Agreement that includes the date constitutes “deferred compensation” for purposes of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Code Section 4(g) above and is 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.”

Section 409A Compliance. It (a) This Agreement is intended that the provisions of this Agreement to comply with the requirements of Section 409A of the Internal Revenue CodeCode (“Section 409A”) and regulations promulgated thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the parties, which consent shall not be unreasonably withheld), as amended (the “Code”)case may be, and in such a manner so that all provisions of payments due under this Agreement will shall comply with Section 409A. For purposes of section 409A, each payment made under this Agreement shall be construed and interpreted treated as a separate payment. In no event may Indemnitee, directly or indirectly, designate the calendar year of payment. (b) All reimbursements provided under this Agreement shall be made or provided in a manner consistent accordance with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of 409A, including, where applicable, the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended requirement that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount any reimbursement is for expenses incurred during Indemnitee’s lifetime (or during a shorter period of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable yeartime 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 reimbursement will be made on or before the last day of the calendar year following the year in which the expense was is incurred, and (iiiiv) the right to expense reimbursement hereunder will is not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.Indemnification Agreement – [Party Name] BRG

Section 409A Compliance. It This section applies notwithstanding any other provision of this Agreement. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, Payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the provisions of 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 Internal Revenue CodeDirector on account of non-compliance with Section 409A. To the extent required by Section 409A, as amended (the “Code”), and all provisions of each reimbursement or in-kind benefit provided under this Agreement will shall be construed and interpreted provided in a manner consistent accordance with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then following: (i) the amount of the expense reimbursement expenses eligible for reimbursement, or in-kind benefits provided, during one taxable each calendar year will cannot affect the amount of the expense reimbursement during expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable calendar year, ; (ii) any reimbursement of an eligible expense shall be paid to the expense reimbursement will be made Director on or before the last day of the calendar year following the calendar year in which the expense was incurred, ; and (iii) the any right to expense reimbursement hereunder will reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A Any tax gross-up payments provided under this Agreement shall not be paid until to the first day Director on or before December 31 of the calendar year immediately following the calendar year that includes in 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 termination of employment, regardless of when the release is signedpayment.

Section 409A Compliance. It (i) The intent of the parties hereto is intended that the provisions of payments and benefits under this Agreement comply with be exempt from (to the extent possible) Section 409A (“Section 409A”) of the Internal Revenue CodeCode of 1986 and the regulations and guidance promulgated thereunder, as amended (collectively, the “Code”)) and, accordingly, 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 Section 409A, such modification shall be made in good faith and all shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Section 409A. (ii) A Termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes payment of any amounts or penalties benefits that constitute “nonqualified deferred compensation” under Section 409A of the Code. The Company cannot make any representations upon or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed following a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination Termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) To the Code. For the avoidance of doubt, it is intended extent that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year409A, (iiA) the expense reimbursement will all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiB) the any right to expense reimbursement hereunder will or in- kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. (iv) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the sixty day period following the actual date of termination of employments ends in payment within the calendar year following specified period shall be at the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution sole discretion of the release applicable Board. (v) Notwithstanding any other provision of claims described this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 4(g) above and is 409A be subject to offset by any other amount unless otherwise permitted by Section 409A 409A. ​ (vi) Notwithstanding any other provision of this Agreement, to the extent required to avoid the imposition of tax, penalties or interest under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided under this Agreement during the six-month period immediately following a Termination of employment shall not instead be paid until on the first day payroll date after the six (6)-month anniversary of the calendar year following the year that includes the date Termination of termination of employmentemployment (or Employee’s death, regardless of when the release is signedif earlier).

Section 409A Compliance. It (i) The intent of the parties hereto is intended that the provisions of payments and benefits under this Agreement comply with be exempt from (to the extent possible) Section 409A (“Section 409A”) of the Internal Revenue CodeCode of 1986 and the regulations and guidance promulgated thereunder, as amended (collectively, the “Code”)) and, accordingly, 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 Section 409A, such modification shall be made in good faith and all shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Section 409A. In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A. (ii) A Termination of Employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes payment of any amounts or penalties benefits that constitute “nonqualified deferred compensation” under Section 409A upon or following a Termination of the Code. The Company cannot make any representations or guarantees with respect to compliance with Employment unless such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed termination is also a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iii) To the Code. For the avoidance of doubt, it is intended extent that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year409A, (iiA) the expense reimbursement will all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiB) the any right to expense reimbursement hereunder will or in-kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. (iv) For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the sixty day period following the actual date of termination of employments ends in payment within the calendar year following specified period shall be at the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution sole discretion of the release Board. (v) Notwithstanding any other provision of claims described this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 4(g) above and is 409A be subject to offset by any other amount unless otherwise permitted by Section 409A 409A. (vi) Notwithstanding any other provision of this Agreement, to the extent required to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided under this Agreement during the six-month period immediately following a Termination of Employment shall not instead be paid until on the first day payroll date after the six (6)-month anniversary of the calendar year following the year that includes the date Termination of termination of employmentEmployment (or Employee’s death, regardless of when the release is signedif earlier).

Section 409A Compliance. It is (i) To the fullest extent applicable, amounts and other benefits payable under this AGREEMENT are intended that to be exempt from the provisions definition of this Agreement comply with “nonqualified deferred compensation” under Section 409A of the Internal Revenue CodeCode (“Section 409A”) in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Section 409A and, as amended (to the “Code”)extent that any such amount or benefit is or becomes subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with such final Treasury regulations, this AGREEMENT is intended to comply with the applicable requirements of Section 409A with respect to such amounts or benefits. This AGREEMENT shall be interpreted and all provisions of this Agreement will be construed and interpreted administered to the extent possible in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A foregoing statement of the Codeintent. The Company cannot make any representations or guarantees with respect to compliance with such requirementsIn this regard, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect notwithstanding anything in this AGREEMENT to the timing of payments of any deferred compensation payable upon a termination of employment hereundercontrary, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, following provisions shall apply. (ii) To the expense reimbursement will extent that any bonus becomes payable pursuant to Paragraph 5(b), then such bonus shall be made on or before paid no later than two and one-half months after the last day end of the year following the COMPANY’S taxable year in which the expense bonus was incurredearned (or if later, two and (iii) one-half months after the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date end of termination of employments ends in the calendar year following in which the year bonus was earned). To the extent that includes the date any taxable reimbursement of termination expenses or benefits becomes payable pursuant to Paragraphs 6, 7, 8(c), 24 or any other provision of employmentthis AGREEMENT, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A such taxable reimbursements shall not be paid until the first day no later than March 15 of the calendar year following the calendar year in which the reimbursed costs were incurred. (iii) For purposes of clarification, in the event EXECUTIVE becomes entitled to receive continued payment of EXECUTIVE’S SALARY and average BONUS following the Termination Date pursuant to Paragraphs 9(d), the SALARY shall be payable in accordance with the COMPANY’S normal payroll procedures through the applicable date specified in Paragraphs 9(d), and the average bonus shall be paid no later than January of each year as specified in Paragraph 9(d) through the applicable date specified in Paragraph 9(d). (iv) Any reduction made pursuant to Paragraph 9(g) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the Fair Market Value of the optioned stock, (ii) Full Credit Payments (as defined below) that includes are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable, (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this AGREEMENT or otherwise, that if reduced in value by one dollar reduces the amount of the “parachute payment” (within the meaning of Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of termination the event triggering the excise tax. “PARTIAL CREDIT PAYMENT” means any payment, distribution or benefit that is not a FULL CREDIT PAYMENT. In no event shall EXECUTIVE have any discretion with respect to the ordering of employment, regardless of when the release is signedpayments.

Section 409A Compliance. (a) It is intended the intent of the Company and Employee that the provisions of payments and benefits under this Agreement shall comply with Section 409A and applicable regulations and guidance thereunder (collectively, “Section 409A”) of the Internal Revenue CodeCode of 1986, as amended (the “Code”)amended, and all provisions accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or for any damages for failing to comply with Section 409A. (b) Notwithstanding anything herein to the contrary, a termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A (which, by definition, includes a separation from any other entity that would be deemed a single employer together with the Company for this purpose under Section 409A), and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Code. For Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” (c) To the avoidance of doubt, it is intended that extent any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation within the meaning compensation” for purposes of Section 409A of the Code409A, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any all such expenses or other taxable year, (ii) the expense reimbursement will reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Employee, and (iiiii) the any right to expense reimbursement hereunder will or in kind benefits is not be 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. (d) For purposes of Section 409A, Employee’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. If the sixty day Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination of employments ends in termination”), the calendar year following the year that includes the actual date of termination payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of employmentthis Agreement to the contrary, then in no event shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It (i) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Internal Revenue Code Section 409A of and the Internal Revenue Coderegulations and guidance promulgated thereunder (collectively, as amended (the “CodeCode Section 409A”), and all provisions and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company or any of its respective Affiliates 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. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “termination of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt Employment Period” or like terms shall mean “separation from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then service.” (iiii) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any All expenses or other taxable year, (ii) the expense reimbursement will reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A such reimbursements shall not be paid until the first day no later than March 15th of the calendar year following the calendar year that includes in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (iv) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (v) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination termination’’), the actual date of employment, regardless payment within the specified period shall be within the sole discretion of when the release is signedCompany.

Section 409A Compliance. It (i) The intent of the parties is intended that payments and benefits under this Agreement comply with, or are exempt from, Section 409A. Accordingly, to the provisions maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement comply with Section 409A of providing for the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A 409A. For purposes of the Codeany such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service”. For the avoidance of doubt, it is intended that any expense reimbursement made Notwithstanding anything to the Executive hereunder is exempt from Section 409A of the Code; howevercontrary in this Agreement, if any expense reimbursement hereunder the Executive is determined deemed on the date of termination to be deferred compensation a “specified employee” within the meaning of that term under Section 409A, then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the Code, then six (i6)-month period measured from the date of such “separation from service” of the Executive and (B) the amount date of the expense reimbursement during one taxable year will not affect Executive’s death, to the amount extent required under Section 409A. Upon the expiration of the expense reimbursement during foregoing delay period, all payments and benefits delayed pursuant to this Section 22(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) To the extent that reimbursements or other taxable yearin-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (iiA) the expense reimbursement will all expenses or other reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the expense was incurredExecutive, and (iiiB) the any right to expense reimbursement hereunder will or in-kind benefits shall not be subject to liquidation or exchange for another benefitbenefit 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. (iv) For purposes of Section 409A, the 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. If Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the sixty day period following the actual date of termination of employments ends in payment within the calendar year following specified period shall be within the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution sole discretion of the release Company. (v) Notwithstanding any other provision of claims described this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 4(g) above and is 409A be subject to offset by any other amount unless otherwise permitted by Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It (i) To the extent applicable, it is intended that the provisions of this Agreement comply with the provisions of Section 409A of the Internal Revenue Code, as amended Code (the “CodeCode Section 409A”), and all provisions of this Agreement will shall be construed and interpreted applied in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). this intent. (ii) With respect to the timing of payments of any payment or benefit under this Agreement, if any, that is deferred compensation payable upon subject to Code Section 409A (after taking into account all exclusions applicable to such payment under Code Section 409A), Executive 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 such payments shall be treated as a right to receive a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). As used under this Agreement, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 409A of the Code. For the avoidance of doubt1.409A-1(h)(1), it is intended that any expense reimbursement made without regard to the Executive hereunder optional alternative definitions available thereunder. (iii) Notwithstanding any other provision herein to the contrary, to the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is exempt from subject to Code Section 409A of the Code; however409A, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one taxable calendar year will shall not affect the amount of the expense reimbursement during such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable calendar year, (ii) the reimbursement of any such expense reimbursement will shall be made on or before the last day by no later than December 31 of the year following the calendar year in which the such expense was is incurred, and (iii) the Executive’s right to expense reimbursement hereunder will receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If . (iv) Notwithstanding any provision to the sixty day 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 Executive’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 following measured from the date of termination of employments ends in the calendar year following the year that includes Executive’s Separation from Service (as such term is defined above) or (ii) the date of termination Executive’s death, if Executive is deemed at the time of employmentsuch 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-month period (or if earlier upon Executive’s death). In addition, then in the event a payment of any amount that under the Agreement is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject considered to be nonqualified deferred compensation under Code Section 409A shall not and if such payment could be paid until made or commence in more than one taxable year depending upon when Executive signs the first day of required separation agreement and general release, the calendar year following payment must be made or commence in the year that includes the date of termination of employment, regardless of when the release is signedsecond taxable year.

Section 409A Compliance. It a. Notwithstanding anything herein to the contrary, the intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will or be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless exempt from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will and the regulations and guidance promulgated thereunder (“Section 409A”) and, accordingly, to the maximum extent permitted this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. The Bank shall not 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. b. Termination of Executive’s employment shall not be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments have occurred for purposes of any deferred compensation payable provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” c. All expenses or other reimbursements under this Agreement that would constitute nonqualified deferred compensation subject to Section 409A, (A) shall be paid on or prior to the last day of the Code. taxable year following the taxable year in which such expenses were incurred by Executive, (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect Executive’s right to reimbursement of any other expenses eligible for reimbursement in any other taxable year, and (C) Executive’s right to reimbursement shall not be subject to liquidation in exchange for any other benefit. d. For purposes of Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. e. s (e.g., “payment shall be made within thirty (30) calendar days following the avoidance date of doubttermination”), it is intended that the actual date of payment within the specified period shall be within the sole discretion of the Bank in order to comply with Section 409A. f. Notwithstanding any expense reimbursement made other provision under this Agreement, solely to the Executive hereunder extent that a delay in payment is exempt from required in order to avoid the imposition of any tax under Section 409A of the Code; however409A, if any expense reimbursement hereunder is determined to be deferred compensation a payment obligation under this Agreement arises on account of Executive’s “separation from service” (within the meaning of Section 409A of 409A) in good faith by the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employmentBank’s Board, then payment of any amount or benefit provided under this Agreement that is conditioned upon considered to be non-qualified deferred compensation for purposes of Section 409A and that is scheduled to be paid within six (6) months after such separation from service shall be paid without interest on the execution first business day after the date that is six (6) months following Executive’s separation from service. g. Notwithstanding any other provision of this Agreement to the release of claims described contrary, in Section 4(g) above and is no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” subject to Section 409A shall not be paid until subject to offset, counterclaim or recoupment by any other amount payable to Executive unless otherwise permitted by Section 409A. h. Executive hereby acknowledges that the first day Executive has been advised to seek and has sought the advice of a tax advisor with respect to the calendar year following tax consequences to Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Section 409A and corresponding provisions of applicable state tax law. Executive hereby acknowledges and agrees that no representations have been made to Executive relating to the year that includes tax treatment of any payment pursuant to this Agreement under Section 409A and the date corresponding provisions of termination of employment, regardless of when the release is signedany applicable state income tax laws.

Section 409A Compliance. It is intended that the provisions of this Employment Agreement shall comply with Section 409A of the Internal Revenue Code, as amended Code (and any regulations and guidelines issued thereunder) to the “Code”)extent the Agreement is subject thereto, and all provisions of this the Agreement will shall be construed and interpreted on a basis consistent with such intent. If any additional amendments are necessary for the Agreement to comply with Section 409A, the parties hereto shall negotiate in good faith to amend the Agreement in a manner consistent with that preserves the requirements for avoiding original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 10 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes or penalties under pursuant to Section 409A of the Code. The Company cannot make With regard to any representations provision herein the provides for reimbursement of costs and expenses or guarantees with respect to compliance with such requirementsin-kind benefits, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of except as permitted by Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then : (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of the expense reimbursement expenses eligible for reimbursement, or in-kind benefits, provided during one any taxable year will shall not affect the amount of the expense reimbursement during expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause: (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the expense reimbursement will Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.

Section 409A Compliance. It is This Agreement and the payments contemplated hereunder are intended that the provisions of this Agreement comply with to be exempt from Section 409A of the Internal Revenue CodeCode of 1986, as amended (the “Code”), including any regulations and all provisions guidance issued thereunder (“Section 409A”), or, if not so exempt, to comply with Section 409A to the extent Section 409A is applicable to this Agreement or any payments contemplated hereunder. Notwithstanding any other provision of this Agreement will to the contrary, this Agreement shall be construed interpreted, operated and interpreted administered by ANLBC in a manner consistent with such intention and to avoid the requirements for avoiding taxes pre-distribution inclusion in income of amounts deferred under this Agreement and the imposition of any additional tax or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees interest with respect thereto. Each payment to compliance with such requirements, be made under this Agreement shall be considered a separate payment and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all not one of such taxes or penalties. For a series of payments for purposes of Section 409A of the CodeInternal Revenue Code of 1986, each installment payment hereunder will be deemed a “separate payment” within the meaning as amended. Notwithstanding any other provision of Treas. Reg. Section 1.409A-2(b)(iii). With respect this Agreement to the timing of payments of contrary, to the extent that any payment under this Agreement constitutes “nonqualified deferred compensation payable compensation” under Section 409A, the following shall apply to the extent Section 409A is applicable to such payment: i. Any payment that is triggered upon a the Executive’s termination of employment hereunder, references in this Agreement to “shall be paid only if such termination of employment” (and substantially similar phrases) mean employment constitutes a “separation from service” within under Section 409A; ii. All expenses eligible for reimbursement under this Agreement shall be provided by ANLBC or incurred by Executive during the meaning of Section 409A of the Codetime periods set forth in this Agreement. For the avoidance of doubtAll reimbursements shall be paid as soon as administratively practicable, it is intended that but in no event shall any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) . The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Such right to expense reimbursement hereunder will is not be subject to liquidation or exchange for another benefit. ▇▇▇. If ▇▇ the sixty day period following event that Executive is deemed on the date of termination of employments ends to be a “specified employee” as defined in the calendar year following the year that includes the date of termination of employmentSection 409A, then with regard to any payment or the ​ provision of any amount benefit that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A and is payable on account of a separation from service (as defined in Section 409A), such payment or benefit shall not be paid delayed for until the earlier of (a) the first business day of the seventh calendar year month following the year that includes the date of such termination of employment, regardless or (b) Executive’s death. Any payments delayed by reason of when the release is signedprior sentence shall be paid in a single lump sum, without interest thereon, on the date indicated by the previous sentence and any remaining payments due under this Agreement shall be paid as otherwise provided herein. iv. Notwithstanding the foregoing, ANLBC makes no representations that payments, awards and benefits described herein shall be exempt from or comply with Section 409A and if this Agreement or the payments, awards or benefits described herein fail to meet the requirements of Section 409A, neither ANLBC nor any of its affiliates, including its parent company, shall have any liability for any tax, penalty or interest imposed on Executive under Section 409A, and Executive shall have no recourse against ANLBC or any of its affiliates, including its parent company, for payment of any such tax, penalty or interest imposed by Section 409A.

Section 409A Compliance. It The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Codewith, as amended (the “Code”)or be exempt from, and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the CodeCode and the regulations and guidance promulgated thereunder (collectively "Section 409A") and, each installment payment hereunder will accordingly, to the maximum extent permitted, this Agreement shall be limited, construed and interpreted in accordance with such intent. A termination of employment shall not be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments have occurred for purposes of any deferred compensation payable provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean “is also a "separation from service” " within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "termination of the CodeTerm" or like terms shall mean "separation from service." The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, US Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. For the avoidance of doubt, it It is intended that each installment, if any, of the payments and benefits provided hereunder shall be treated as a separate "payment" for purposes of Section 409A. Neither the Company nor you shall have the right to accelerate or defer the delivery of any expense reimbursement made such payments or benefits except to the Executive hereunder is exempt from extent specifically permitted or required by Section 409A 409A; and if, as of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation date of the "separation from service," you are a "specified employee" (within the meaning of that term under Section 409A 409A(a)(2)(B) of the Code, or any successor provision thereto), then with regard to any payment or the provision of any benefit that is subject to this section (iwhether under this Agreement, or pursuant to any other agreement with or plan, program, payroll practice of the Company) and is due upon or as a result of your separation from service, such payment or benefit shall not be made or provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A, until the date which is the earlier of (A) the amount expiration of the expense reimbursement during one taxable year will not affect six (6)-month period measured from the amount date of such "separation from service," and (B) the date of the expense reimbursement during your death (the "Delay Period") and this Agreement and each such agreement, plan, program, or payroll practice shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any other taxable year, (ii) remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the expense reimbursement will normal payment dates specified for them herein. All reimbursements and in-kind benefits provided under this Agreement or otherwise to you shall be made on or before provided in accordance with the last day requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All expenses or other reimbursements paid pursuant herewith and therewith that are taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which the you incur such expense was incurredor pay such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, and (iii) except as permitted by Section 409A, the right to expense reimbursement hereunder will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If , the sixty 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 foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be made on or before the last day period following the date of termination of employments ends in the calendar your taxable year following the taxable year that includes in which the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedexpense occurred.

Section 409A Compliance. It (a) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Internal Revenue Code Section 409A of and the Internal Revenue Coderegulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, as amended (accordingly, to the “Code”)maximum extent permitted, and all provisions of this Agreement will shall be construed and interpreted to be in a manner consistent with compliance therewith, however, in no event whatsoever shall the requirements Company be liable for avoiding taxes any additional tax, interest or penalties under penalty that may be imposed on the Executive by Code Section 409A or any other damages for failing to comply with Code Section 409A. (b) If the Employee is deemed on the date of the Code. The Company cannot make any representations or guarantees with respect termination to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate paymentspecified employee” within the meaning of Treas. Reg. that term under Code Section 1.409A-2(b)(iii409A(a)(2)(B). , then each of the following shall apply: (i) With respect regard to the timing of payments of any payment that is considered deferred compensation under Code Section 409A payable upon on account of a termination “separation from service,” such payment shall be made on the date which is the earlier of employment hereunder, references in this Agreement to “termination (A) the expiration of employment” the six (and substantially similar phrases) mean 6)-month period measured from the date of such “separation from service” within the meaning of Section 409A of the Code. For Employee, and (B) the avoidance date of doubtthe Employee’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, it is intended that any expense reimbursement made all payments 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 to the Executive hereunder is exempt from Section 409A of in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Codenormal payment dates specified for them herein; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, and (ii) To the expense reimbursement will be made on or before extent any benefits provided during the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of first six months after Executive’s termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, Executive shall not be paid until pay the cost of such benefits during the first day six months following termination and shall be reimbursed, to the extent such costs would otherwise have been paid by the Company or to the extent such benefits would otherwise have been provided by the Company at no cost to the Executive, the cost of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signedsuch coverage six months after Executive’s termination.

Section 409A Compliance. It (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the provisions of 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 Internal Revenue CodeEMPLOYEE on account of non-compliance with Section 409A. (b) To the extent required by Section 409A, as amended (the “Code”), and all provisions of each reimbursement or in-kind benefit provided under this Agreement will shall be construed and interpreted provided in a manner consistent accordance with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then following: (i) the amount of the expense reimbursement expenses eligible for reimbursement, or in-kind benefits provided, during one taxable each calendar year will cannot affect the amount of the expense reimbursement during expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable calendar year, . (ii) any reimbursement of an eligible expense shall be paid to the expense reimbursement will be made EMPLOYEE on or before the last day of the calendar year following the calendar year in which the expense was incurred, and ; and (iii) the any right to expense reimbursement hereunder will reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.

Section 409A Compliance. It (a) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Section 409A of the Internal Revenue CodeCode (“Section 409A”) or are exempt therefrom and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered so as amended to be in compliance therewith. (the “Code”), and all provisions b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes payment of any amounts or penalties under benefits subject to Section 409A upon or following a termination of the Code. The Company cannot make any representations or guarantees with respect to compliance with employment unless such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed termination is also a “separate paymentseparation from service” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments 409A, and for purposes of any deferred compensation payable upon a termination such provision of employment hereunderthis Agreement, references in this Agreement to a “termination,” “termination of employment” (and substantially similar phrases) or like terms shall mean “separation from service” within the meaning of Section 409A 409A. (c) With regard to any provision herein that provides for reimbursement of the Code. For the avoidance of doubtcosts and expenses or in-kind benefits, it is intended that any expense reimbursement made to the Executive hereunder is exempt from except as permitted by Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then 409A: (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year following the year in which the expense was incurred, and (iii) the right to expense reimbursement hereunder will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. If ; (ii) the sixty amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day period of ▇▇▇▇▇▇▇▇’▇ taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. (d) Notwithstanding anything contained in this Agreement to the contrary, if ▇▇▇▇▇▇▇▇ is a “specified employee,” as determined under NATL’s policy for identifying specified employees on the date of termination, then to the extent required in order to comply with Section 409A, all payments, benefits or reimbursements paid or provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such date of termination of employments ends in shall be accumulated through and paid or provided (without interest), within 20 calendar days after the calendar year following the year first business day that includes is more than six months after the date of termination of employmenthis separation from service (or, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the if ▇▇▇▇▇▇▇▇ dies during such six-month period, within 20 calendar year following the year that includes the date of termination of employment, regardless of when the release is signeddays after ▇▇▇▇▇▇▇▇’▇ death).

Section 409A Compliance. It (a) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall 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. (b) Termination of the Internal Revenue Code, as amended (the “Code”), and all provisions employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be construed and interpreted in a manner consistent with providing for the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to “unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of the Code. For the avoidance any such provision of doubtthis Agreement, it is intended that any expense reimbursement made references to the Executive hereunder is exempt a “termination,” “termination of employment” or like terms shall mean “separation from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable year will not affect the amount of the expense reimbursement during any service.”All expenses or other taxable year, (ii) the expense reimbursement will reimbursements under this Agreement shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to Executive, and (iii) the right to expense reimbursement hereunder will not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A such reimbursements shall not be paid until the first day no later than March 15th of the calendar year following the calendar year that includes in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (c) For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (d) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g. “payment shall be made within 30 days following the date of termination termination”), the actual date of employmentpayment within the specified period shall be within the sole discretion of Company. Notwithstanding any other provision of this Agreement to the contrary, regardless in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of when the release is signedCode Section 409A be offset by any other payment pursuant to this Agreement or otherwise.

Section 409A Compliance. It (a) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties are exempt under Section 409A of the CodeCode and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither In no event whatsoever shall the Company nor be liable for any affiliate will 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. (b) A termination of employment shall not be deemed to have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For occurred for purposes of Section 409A any provision of this Agreement providing for the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable amounts or benefits upon or following a termination of employment hereunder, references in this Agreement to that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination of employment” (and substantially similar phrases) mean is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the Code. For the avoidance date of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined termination to be deferred compensation a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (x) the expiration of the Codesix (6)-month period measured from the date of such “separation from service” of Executive, then and (iy) the amount date of Executive’s death (the “Delay Period”). Upon the expiration of the expense reimbursement during one taxable year will not affect 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 amount 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 expense reimbursement during any other taxable yearnormal payment dates specified for them herein. (c) For purposes of compliance with Code Section 409A, (iiA) the expense reimbursement will all expenses or other reimbursements hereunder shall be made on or before prior to the last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive, and (iiiB) the any right to expense reimbursement hereunder will or in-kind benefits is not be subject to liquidation or exchange for another benefit. If 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 sixty day period following 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. (e) Notwithstanding any other provision of this Agreement to the date contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Code Section 4(g) above and is 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It (a) The intent of the parties is intended that the provisions of payments and benefits under this Agreement comply with Section 409A of the with, or be exempt from, Internal Revenue Code, as amended Code (the “Code”)) Section 409A and, and all provisions of accordingly, to the maximum extent permitted, this Agreement will shall be construed and interpreted to be in a manner consistent with compliance therewith. In no event whatsoever shall the requirements Company be liable for avoiding taxes any additional tax, interest or penalties under penalty that may be imposed on Executive by Code Section 409A of the Code. The Company cannot make or any representations or guarantees damages for failing to comply with respect Code Section 409A. (b) Any payments to compliance be made under this Agreement in connection with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to “shall only be made if such termination of employment” (and substantially similar phrases) mean employment constitutes a “separation from service” within under Code Section 409A. (c) To the meaning extent any reimbursement of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made costs or expenses provided for herein constitutes taxable income to the Executive hereunder is exempt from Section 409A for Federal income tax purposes, all such reimbursements shall be made no later than December 31st of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (i) the amount of the expense reimbursement during one taxable calendar year will not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement will be made on or before the last day of the year next following the calendar year in which the expense was expenses to be reimbursed are incurred. (d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, and except as permitted by Code Section 409A, (iiix) the right to expense reimbursement hereunder will or in-kind benefits is not be subject to liquidation or exchange for another benefit. If , and (y) the sixty day period following amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the date of termination of employments ends expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(gforegoing clause (y) above and is subject to Section 409A shall not be paid until the first day violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the calendar year following Code solely because such expenses are subject to a limit related to the year that includes period the arrangement is in effect. 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 termination payment within the specified period shall be within the sole discretion of employment, regardless of when the release is signedCompany.

Section 409A Compliance. It 12.1 To the extent applicable, it is intended that the provisions of any amounts payable under this Agreement shall either be exempt from Section 409A of the Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject Employee to payment of the Internal Revenue Codeany additional tax, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes penalty or penalties interest imposed under Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the inte~nded benefit payable to Employee. Notwithstanding the foregoing, the Company cannot make makes no representations regarding the tax treatment of any representations or guarantees with respect to compliance with such requirementspayments hereunder, and neither the Company nor Employee shall be responsible for any affiliate will have any obligation and all applicable taxes, other than the Company’s share of employment taxes on the severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to indemnify the Executive obtain independent legal, tax or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of other counsel in connection with Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the meaning . 12.2 Notwithstanding any provisions of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this Agreement to the contrary, if Employee is a “termination of employmentspecified employee” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For Code and the avoidance regulations adopted thereunder) at the time of doubt, it is intended that Employee’s separation from service and if any expense reimbursement made portion of the payments or benefits to the Executive hereunder is exempt be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code; howeverCode and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), if any expense reimbursement hereunder is amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service” with the Company (as determined to in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under this Agreement shall be deferred compensation within the meaning regarded as a “separate payment” and not of a series of payments for purposes of Section 409A of the Code. 12.3 Except as otherwise specifically provided in this Agreement, then if any reimbursement to which the Employee is entitled under this Agreement would constitute deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of the expense expenses eligible for reimbursement during one any taxable year will not affect the amount of the expense expenses eligible for reimbursement during in any other taxable year, ; (iiiii) the expense reimbursement will shall be made on or before as soon as practicable after Employee’s submission of such expenses in accordance with the Company’s policy, but in no event later than the last day of the Employee’s taxable year following the taxable year in which the expense was incurred, ; and (iiiiv) the right Employee’s entitlement to expense reimbursement hereunder will shall not be subject to liquidation or exchange for another benefit. If the sixty day period following the date of termination of employments ends in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.

Section 409A Compliance. It The intent of the Company is intended that the provisions of payments and benefits under this Agreement which are considered "deferred compensation" subject to Code Section 409A and the regulations and the guidance promulgated thereunder (collectively "Code Section 409A") comply with Code Section 409A and be made and provided in compliance therewith. Accordingly: (a) For purposes of the Internal Revenue CodeAgreement, as amended the terms "terminate," "termination," "termination of employment," and variations thereof, are intended to mean a termination of employment that constitutes a "separation from service" under Code Section 409A. (b) If on the 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 payment or the provision of any benefit payable or provided because of such separation from service that constitutes "deferred compensation" subject to Code Section 409A, such 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 “Code”"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 provisions of reimbursements and in-kind benefits provided under this Agreement will shall be construed and interpreted made or provided in a manner consistent accordance with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company cannot make any representations or guarantees with respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify the Executive or otherwise hold him harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a “separate payment” within the meaning shorter period of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references time specified in this Agreement to “termination of employment” Agreement); (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined to be deferred compensation within the meaning of Section 409A of the Code, then (iB) the amount of the expense reimbursement expenses eligible for reimbursement, or in-kind benefits provided, during one taxable a calendar year will may not affect the amount of the expense reimbursement during expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable calendar year, ; (iiC) the reimbursement of an eligible expense reimbursement will be made on or before no later than the last day of the calendar year following the year in which the expense was is incurred, ; and (iiiD) the right to expense reimbursement hereunder will or in-kind benefits is not be subject to liquidation or exchange for another benefit. If . (d) The Agreement may be amended in any respect deemed by the sixty day period following President or the date of termination of employments ends Board or the Compensation Committee to be necessary in the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution of the release of claims described in order to preserve compliance with Code Section 4(g) above and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the date of termination of employment, regardless of when the release is signed.409A.

Section 409A Compliance. It (i) This Agreement is intended that the provisions of to comply with, or otherwise be exempt from, Code Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement comply with Section 409A of the Internal Revenue Code, as amended (the “Code”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with that does not result in the requirements for avoiding imposition to the Executive of additional taxes or penalties interest under Code Section 409A 409A. (ii) The preceding provision, however, shall not be construed as a guarantee by the Company of any particular tax effect to the CodeExecutive under this Agreement. The Company canshall not make be liable to the Executive for any representations payment made under this Agreement that is determined to result in an additional tax, penalty, or guarantees interest under Code Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Code Section 409A. Nothing herein shall require the Company to provide the Executive with any gross-up for any tax, interest or penalty incurred by the Executive under Code Section 409A. (iii) Any payment required to be made under this Agreement by the later of the Company’s next regular U.S. payroll date or the first business day of the second calendar year following the termination of the Executive’s employment, shall be deemed timely made if it is made within the time period permitted under Treasury Regulation Section 1..409A-3(d). (iv) With respect to compliance with such requirements, and neither the Company nor any affiliate will have any obligation to indemnify reimbursement of expenses (including taxes) of the Executive or otherwise hold him harmless from any or all the provision of in-kind benefits, as specified under this Agreement, such taxes or penalties. For purposes reimbursement of Section 409A expenses and provision of the Code, each installment payment hereunder will in-kind benefits shall be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect subject to the timing of payments of any deferred compensation payable upon a termination of employment hereunderfollowing conditions: (A) the expenses eligible for reimbursement, references in this Agreement to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code. For the avoidance of doubt, it is intended that any expense reimbursement made to the Executive hereunder is exempt from Section 409A of the Code; however, if any expense reimbursement hereunder is determined or in-kind benefits to be deferred compensation within the meaning of Section 409A of the Codeprovided, then (i) the amount of the expense reimbursement during in one taxable year will shall not affect the amount of the expense reimbursement during expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, ; (iiB) the reimbursement of an eligible expense reimbursement will shall be made on or before no later than the last day end of the year following after the year in which the such expense was incurred, ; and (iiiC) the right to expense reimbursement hereunder will or in-kind benefits shall not be subject to liquidation or exchange for another benefit. . (v) Notwithstanding anything to the contrary herein, to the extent necessary to comply with Code Section 409A, the Executive’s employment shall be considered to have terminated only if the executive has experienced a “separation from service,” as defined in Code Section 409A and the regulations thereunder. (vi) If a payment obligation under this Agreement arises on account of the sixty day Executive’s separation from service while the Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee of the Company), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall be accumulated without interest and shall be paid within fifteen (15) days after the end of the six-month period following beginning on the date of termination of employments ends in such separation from service or, if earlier, within fifteen (15) days after the calendar year following the year that includes the date of termination of employment, then payment of any amount that is conditioned upon the execution appointment of the release of claims described in Section 4(g) above and is subject to Section 409A shall not be paid until the first day personal representative or executor of the calendar year Executive’s estate following his death. (vii) Each payment made under this Agreement shall be treated as a separate and distinct payment and the year that includes the date full right to a series of termination installment payments under this Agreement shall be treated as a right to a series of employment, regardless of when the release is signedseparate and distinct payments.